UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2021
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period fromto
Commission File Number
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 04-3110160 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
40 Manning Road, Billerica, MA01821
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area(978) (978) 663-3660
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||
Common Stock | BRKR | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation(§ (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class | Outstanding at May 3, | |
Common Stock, $0.01 par value per share | 149,255,424 shares |
BRUKER CORPORATION
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2022
Index
Page | ||||||
Part I | 3 | |||||
Item 1: | 3 | |||||
3 | ||||||
4 | ||||||
5 | ||||||
7 | ||||||
8 | ||||||
Item 2: | 24 | |||||
Item 3: | 34 | |||||
Item 4: | 36 | |||||
Part II | 37 | |||||
Item 1: | 37 | |||||
Item 1A: | 37 | |||||
Item 2: | 37 | |||||
Item 6: | 38 | |||||
39 |
2
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
March 31, 2021 | December 31, 2020 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 696.8 | $ | 681.8 | ||||
Short-term investments | 50.0 | 50.0 | ||||||
Accounts receivable, net | 326.0 | 335.3 | ||||||
Inventories | 700.7 | 692.3 | ||||||
Other current assets | 172.7 | 165.6 | ||||||
Total current assets | 1,946.2 | 1,925.0 | ||||||
Property, plant and equipment, net | 384.1 | 395.5 | ||||||
Goodwill | 313.3 | 320.4 | ||||||
Intangible assets, net | 213.4 | 229.1 | ||||||
Other long-term assets | 177.9 | 179.0 | ||||||
Total assets | $ | 3,034.9 | $ | 3,049.0 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 108.4 | $ | 2.2 | ||||
Accounts payable | 152.3 | 134.6 | ||||||
Customer advances | 182.2 | 189.2 | ||||||
Other current liabilities | 500.6 | 465.9 | ||||||
Total current liabilities | 943.5 | 791.9 | ||||||
Long-term debt | 715.8 | 842.3 | ||||||
Other long-term liabilities | 393.9 | 440.5 | ||||||
Commitments and contingencies (Note 14) | 0 | 0 | ||||||
Shareholders’ equity: | ||||||||
Preferred stock, $0.01 par value 5,000,000 shares authorized, 0ne issued or outstanding | 0 | 0 | ||||||
Common stock, $0.01 par value 260,000,000 shares authorized, 174,132,743 and 174,045,610 shares issued and 151,543,485 and 151,987,081 shares outstanding at March 31, 2021 and December 31, 2020, respectively | 1.7 | 1.7 | ||||||
Treasury stock, at cost, 22,589,258 and 22,058,529 shares at March 31, 2021 and December 31, 2020 | (699.8 | ) | (667.0 | ) | ||||
Accumulated other comprehensive (loss) income | (12.1 | ) | 3.7 | |||||
Other shareholders’ equity | 1,677.9 | 1,622.8 | ||||||
Total shareholders’ equity attributable to Bruker Corporation | 967.7 | 961.2 | ||||||
Noncontrolling interest in consolidated subsidiaries | 14.0 | 13.1 | ||||||
Total shareholders’ equity | 981.7 | 974.3 | ||||||
Total liabilities and shareholders’ equity | $ | 3,034.9 | $ | 3,049.0 | ||||
|
| March 31, |
|
| December 31, |
| ||
ASSETS |
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 816.1 |
|
| $ | 1,068.2 |
|
Short-term investments |
|
| 100.0 |
|
|
| 100.0 |
|
Accounts receivable, net |
|
| 413.8 |
|
|
| 416.9 |
|
Inventories |
|
| 739.9 |
|
|
| 710.1 |
|
Assets held for sale |
|
| 0 |
|
|
| 4.4 |
|
Other current assets |
|
| 181.0 |
|
|
| 172.2 |
|
Total current assets |
|
| 2,250.8 |
|
|
| 2,471.8 |
|
Property, plant and equipment, net |
|
| 403.8 |
|
|
| 406.1 |
|
Goodwill |
|
| 384.3 |
|
|
| 339.5 |
|
Intangible assets, net |
|
| 227.5 |
|
|
| 211.8 |
|
Other long-term assets |
|
| 284.3 |
|
|
| 220.8 |
|
Total assets |
| $ | 3,550.7 |
|
| $ | 3,650.0 |
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
|
| ||
Current portion of long-term debt |
| $ | 11.0 |
|
| $ | 112.4 |
|
Accounts payable |
|
| 161.2 |
|
|
| 147.4 |
|
Customer advances |
|
| 214.7 |
|
|
| 197.5 |
|
Other current liabilities |
|
| 493.6 |
|
|
| 481.2 |
|
Total current liabilities |
|
| 880.5 |
|
|
| 938.5 |
|
Long-term debt |
|
| 1,205.4 |
|
|
| 1,221.8 |
|
Other long-term liabilities |
|
| 426.7 |
|
|
| 404.9 |
|
Commitments and contingencies (Note 14) |
|
|
|
|
|
| ||
Redeemable noncontrolling interest |
|
| 6.8 |
|
|
| 0.2 |
|
Shareholders’ equity: |
|
|
|
|
|
| ||
Preferred stock, $0.01 par value 5,000,000 shares authorized, 0ne issued or |
|
| 0 |
|
|
| 0 |
|
Common stock, $0.01 par value 260,000,000 shares authorized, 175,046,105 and |
|
| 1.7 |
|
|
| 1.7 |
|
Treasury stock, at cost, 25,754,403 and 24,151,348 shares at March 31, 2022 |
|
| (925.9 | ) |
|
| (820.3 | ) |
Accumulated other comprehensive loss, net of tax |
|
| (17.1 | ) |
|
| (8.2 | ) |
Other shareholders’ equity |
|
| 1,958.3 |
|
|
| 1,897.3 |
|
Total shareholders’ equity attributable to Bruker Corporation |
|
| 1,017.0 |
|
|
| 1,070.5 |
|
Noncontrolling interest in consolidated subsidiaries |
|
| 14.3 |
|
|
| 14.1 |
|
Total shareholders’ equity |
|
| 1,031.3 |
|
|
| 1,084.6 |
|
Total liabilities, redeemable noncontrolling interest and shareholders’ equity |
| $ | 3,550.7 |
|
| $ | 3,650.0 |
|
The accompanying notes are an integral part of these financial statements.
3
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(in millions, except per share data)
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Product revenue | $ | 458.6 | $ | 345.0 | ||||
Service revenue | 94.1 | 78.2 | ||||||
Other revenue | 2.0 | 0.8 | ||||||
Total revenue | 554.7 | 424.0 | ||||||
Cost of product revenue | 220.9 | 180.5 | ||||||
Cost of service revenue | 54.8 | 51.1 | ||||||
Cost of other revenue | 0.3 | 0.1 | ||||||
Total cost of revenue | 276.0 | 231.7 | ||||||
Gross profit | 278.7 | 192.3 | ||||||
Operating expenses: | ||||||||
Selling, general and administrative | 131.8 | 121.2 | ||||||
Research and development | 54.8 | 48.5 | ||||||
Other charges, net | 3.0 | 6.2 | ||||||
Total operating expenses | 189.6 | 175.9 | ||||||
Operating income | 89.1 | 16.4 | ||||||
Interest and other income (expense), net | (3.8 | ) | (2.9 | ) | ||||
Income before income taxes and noncontrolling interest in consolidated subsidiaries | 85.3 | 13.5 | ||||||
Income tax provision | 27.5 | 2.9 | ||||||
Consolidated net income | 57.8 | 10.6 | ||||||
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries | 1.1 | 0.1 | ||||||
Net income attributable to Bruker Corporation | $ | 56.7 | $ | 10.5 | ||||
Net income per common share attributable to Bruker Corporation shareholders: | ||||||||
Basic | $ | 0.37 | $ | 0.07 | ||||
Diluted | $ | 0.37 | $ | 0.07 | ||||
Weighted average common shares outstanding: | ||||||||
Basic | 151.8 | 154.2 | ||||||
Diluted | 153.2 | 155.4 | ||||||
Comprehensive income | $ | 41.6 | $ | 12.1 | ||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0.9 | (0.1 | ) | |||||
Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest | — | (0.5 | ) | |||||
Comprehensive income attributable to Bruker Corporation | $ | 40.7 | $ | 12.7 | ||||
|
| Three Months Ended |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Product revenue |
| $ | 490.4 |
|
| $ | 458.6 |
|
Service revenue |
|
| 103.2 |
|
|
| 94.1 |
|
Other revenue |
|
| 1.4 |
|
|
| 2.0 |
|
Total revenue |
|
| 595.0 |
|
|
| 554.7 |
|
Cost of product revenue |
|
| 229.0 |
|
|
| 220.9 |
|
Cost of service revenue |
|
| 59.6 |
|
|
| 54.8 |
|
Cost of other revenue |
|
| 0.1 |
|
|
| 0.3 |
|
Total cost of revenue |
|
| 288.7 |
|
|
| 276.0 |
|
Gross profit |
|
| 306.3 |
|
|
| 278.7 |
|
Operating expenses: |
|
|
|
|
|
| ||
Selling, general and administrative |
|
| 145.7 |
|
|
| 131.8 |
|
Research and development |
|
| 56.6 |
|
|
| 54.8 |
|
Other charges, net |
|
| 7.5 |
|
|
| 3.0 |
|
Total operating expenses |
|
| 209.8 |
|
|
| 189.6 |
|
Operating income |
|
| 96.5 |
|
|
| 89.1 |
|
Interest and other income (expense), net |
|
| (2.5 | ) |
|
| (3.8 | ) |
Income before income taxes and noncontrolling interest in |
|
| 94.0 |
|
|
| 85.3 |
|
Income tax provision |
|
| 31.9 |
|
|
| 27.5 |
|
Consolidated net income |
|
| 62.1 |
|
|
| 57.8 |
|
Net income attributable to noncontrolling interests in consolidated |
|
| 0.5 |
|
|
| 1.1 |
|
Net income attributable to Bruker Corporation |
| $ | 61.6 |
|
| $ | 56.7 |
|
Net income per common share attributable to Bruker Corporation |
|
|
|
|
|
| ||
Basic |
| $ | 0.41 |
|
| $ | 0.37 |
|
Diluted |
| $ | 0.41 |
|
| $ | 0.37 |
|
Weighted average common shares outstanding: |
|
|
|
|
|
| ||
Basic |
|
| 150.4 |
|
|
| 151.8 |
|
Diluted |
|
| 151.4 |
|
|
| 153.2 |
|
Comprehensive income |
| $ | 53.2 |
|
| $ | 41.6 |
|
Less: Comprehensive income attributable to noncontrolling |
|
| 0.2 |
|
|
| 0.9 |
|
Less: Comprehensive loss attributable to redeemable |
|
| (0.2 | ) |
|
| 0 |
|
Comprehensive income attributable to Bruker Corporation |
| $ | 53.2 |
|
| $ | 40.7 |
|
The accompanying notes are an integral part of these financial statements.
4
BRUKER CORPORATION
(in millions, except per share data)
Redeemable Noncontrolling Interest | Common Shares | Common Stock Amount | Treasury Shares | Treasury Stock Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders’ Equity Attributable to Bruker Corporation | Noncontrolling Interests in Consolidated Subsidiaries | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 | $ | 21.1 | 154,155,798 | $ | 1.7 | 19,346,577 | $ | (543.8 | ) | $ | 199.7 | $ | 1,274.7 | $ | (25.5 | ) | $ | 906.8 | $ | 10.3 | $ | 917.1 | ||||||||||||||||||||||||||||||
Stock options exercised | 30,182 | — | 0.7 | 0.7 | 0.7 | |||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock units vested | 40,516 | — | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 3.0 | 3.0 | 3.0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to common stockholders ($0.04 per | — | (6.2 | ) | (6.2 | ) | (1.2 | ) | (7.4 | ) | |||||||||||||||||||||||||||||||||||||||||||
Acquired remaining 20% interest in Hain LifeScience GmbH | (20.6 | ) | (1.3 | ) | (1.3 | ) | (1.3 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Consolidated net income | 10.5 | 10.5 | 0.1 | 10.6 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | (0.5 | ) | 2.2 | 2.2 | (0.2 | ) | 2.0 | |||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2020 | $ | — | 154,226,496 | $ | 1.7 | 19,346,577 | $ | (543.8 | ) | $ | 203.3 | $ | 1,277.7 | $ | (23.3 | ) | $ | 915.6 | $ | 9.0 | $ | 924.6 | ||||||||||||||||||||||||||||||
Balance at December 31, 2020 | 151,987,081 | $ | 1.7 | 22,058,529 | $ | (667.0 | ) | $ | 216.3 | $ | 1,406.5 | $ | 3.7 | $ | 961.2 | $ | 13.1 | $ | 974.3 | |||||||||||||||||||||||||||||||||
Stock options exercised | 65,312 | — | 1.2 | 1.2 | 1.2 | |||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock units vested | 21,821 | — | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 3.4 | 3.4 | 3.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares purchased | (530,729 | ) | 530,729 | (32.8 | ) | (32.8 | ) | (32.8 | ) | |||||||||||||||||||||||||||||||||||||||||||
Dividends declared to common stockholders ($0.04 per share) | (6.1 | ) | (6.1 | ) | (6.1 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Consolidated net income | 56.7 | 56.7 | 1.1 | 57.8 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | (15.8 | ) | (15.8 | ) | (0.2 | ) | (16.0 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2021 | 151,543,485 | $ | 1.7 | 22,589,258 | $ | (699.8 | ) | $ | 220.8 | $ | 1,457.1 | $ | (12.1 | ) | $ | 967.7 | $ | 14.0 | $ | 981.7 | ||||||||||||||||||||||||||||||||
|
| Redeemable |
|
|
| Common |
|
| Common |
|
| Treasury |
|
| Treasury |
|
| Additional |
|
| Retained |
|
| Accumulated |
|
| Total |
|
| Noncontrolling |
|
| Total |
| |||||||||||
Balance at December 31, 2021 |
| $ | 0.2 |
|
|
|
| 150,753,687 |
|
| $ | 1.7 |
|
|
| 24,151,348 |
|
| $ | (820.3 | ) |
| $ | 237.8 |
|
| $ | 1,659.5 |
|
| $ | (8.2 | ) |
| $ | 1,070.5 |
|
| $ | 14.1 |
|
| $ | 1,084.6 |
|
Stock options exercised |
|
| — |
|
|
|
| 118,630 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.1 |
|
|
| — |
|
|
| — |
|
|
| 3.1 |
|
|
| — |
|
|
| 3.1 |
|
Restricted stock units vested |
|
| — |
|
|
|
| 22,440 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Stock-based compensation |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.8 |
|
|
| — |
|
|
| — |
|
|
| 3.8 |
|
|
| — |
|
|
| 3.8 |
|
Shares repurchased |
|
| — |
|
|
|
| (1,603,055 | ) |
|
| — |
|
|
| 1,603,055 |
|
|
| (105.6 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (105.6 | ) |
|
| — |
|
|
| (105.6 | ) |
Cash dividends paid to common stockholders |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7.5 | ) |
|
| — |
|
|
| (7.5 | ) |
|
| — |
|
|
| (7.5 | ) |
Consolidated net income |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 61.6 |
|
|
| — |
|
|
| 61.6 |
|
|
| 0.5 |
|
|
| 62.1 |
|
PreOmics Acquisition - other shareholders |
|
| 6.8 |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Other comprehensive loss |
|
| (0.2 | ) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8.9 | ) |
|
| (8.9 | ) |
|
| (0.3 | ) |
|
| (9.2 | ) |
Balance at March 31, 2022 |
| $ | 6.8 |
|
|
|
| 149,291,702 |
|
| $ | 1.7 |
|
|
| 25,754,403 |
|
| $ | (925.9 | ) |
| $ | 244.7 |
|
| $ | 1,713.6 |
|
| $ | (17.1 | ) |
| $ | 1,017.0 |
|
| $ | 14.3 |
|
| $ | 1,031.3 |
|
The accompanying notes are an integral part of these financial statements
5
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
Consolidated net income | $ | 57.8 | $ | 10.6 | ||||
Adjustments to reconcile consolidated net income to cash flows from operating activities: | ||||||||
Depreciation and amortization | 22.3 | 19.0 | ||||||
Stock-based compensation expense | 3.8 | 3.3 | ||||||
Deferred income taxes | 4.9 | 1.1 | ||||||
Other non-cash expenses, net | 4.9 | 11.7 | ||||||
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||||||||
Accounts receivable | 0.8 | 29.5 | ||||||
Inventories | (41.6 | ) | (61.0 | ) | ||||
Accounts payable and accrued expenses | 35.5 | 19.1 | ||||||
Income taxes payable | 10.1 | (15.0 | ) | |||||
Deferred revenue | 14.1 | 20.6 | ||||||
Customer advances | 2.5 | 16.5 | ||||||
Other changes in operating assets and liabilities, net | (17.1 | ) | (20.4 | ) | ||||
Net cash provided by operating activities | 98.0 | 35.0 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of short-term investments | — | (50.0 | ) | |||||
Cash paid for acquisitions, net of cash acquired | (4.0 | ) | (22.0 | ) | ||||
Purchases of property, plant and equipment | (24.7 | ) | (30.5 | ) | ||||
Proceeds from sales of property, plant and equipment | 1.2 | — | ||||||
Net proceeds from cross-currency swap agreements | 3.5 | 1.9 | ||||||
Net cash used in investing activities | (24.0 | ) | (100.6 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from revolving lines of credit | — | 197.5 | ||||||
Repayment of other debt | (0.4 | ) | (0.3 | ) | ||||
Proceeds from other debt | 0.3 | 1.2 | ||||||
Proceeds from issuance of common stock, net | 1.1 | 0.6 | ||||||
Payment of contingent consideration | (0.4 | ) | (0.3 | ) | ||||
Payment of dividends to common stockholders | (6.1 | ) | (6.2 | ) | ||||
Purchases of common stock | (32.6 | ) | — | |||||
Cash payments to noncontrolling interest | — | (1.2 | ) | |||||
Net cash (used in) provided by financing activities | (38.1 | ) | 191.3 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (21.0 | ) | (8.7 | ) | ||||
Net change in cash, cash equivalents and restricted cash | 14.9 | 117.0 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 685.5 | 681.9 | ||||||
Cash, cash equivalents and restricted cash at end of period | $ | 700.4 | $ | 798.9 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Restricted cash period beginning balance | $ | 3.7 | $ | 3.6 | ||||
Restricted cash period ending balance | $ | 3.6 | $ | 3.4 | ||||
|
| Redeemable |
|
|
| Common |
|
| Common |
|
| Treasury |
|
| Treasury |
|
| Additional |
|
| Retained |
|
| Accumulated |
|
| Total |
|
| Noncontrolling |
|
| Total |
| |||||||||||
Balance at December 31, 2020 |
| $ | — |
|
|
|
| 151,987,081 |
|
| $ | 1.7 |
|
|
| 22,058,529 |
|
| $ | (667.0 | ) |
| $ | 216.3 |
|
| $ | 1,406.5 |
|
| $ | 3.7 |
|
| $ | 961.2 |
|
| $ | 13.1 |
|
| $ | 974.3 |
|
Stock options exercised |
|
| — |
|
|
|
| 65,312 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.2 |
|
|
| — |
|
|
| — |
|
|
| 1.2 |
|
|
| — |
|
|
| 1.2 |
|
Restricted stock units vested |
|
| — |
|
|
|
| 21,821 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.1 | ) |
|
| — |
|
|
| — |
|
|
| (0.1 | ) |
|
| — |
|
|
| (0.1 | ) |
Stock-based compensation |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.4 |
|
|
| — |
|
|
| — |
|
|
| 3.4 |
|
|
| — |
|
|
| 3.4 |
|
Shares repurchased |
|
| — |
|
|
|
| (530,729 | ) |
|
| — |
|
|
| 530,729 |
|
|
| (32.8 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (32.8 | ) |
|
| — |
|
|
| (32.8 | ) |
Cash dividends paid to common stockholders |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (6.1 | ) |
|
| — |
|
|
| (6.1 | ) |
|
| — |
|
|
| (6.1 | ) |
Consolidated net income |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 56.7 |
|
|
| — |
|
|
| 56.7 |
|
|
| 1.1 |
|
|
| 57.8 |
|
Other comprehensive loss |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (15.8 | ) |
|
| (15.8 | ) |
|
| (0.2 | ) |
|
| (16.0 | ) |
Balance at March 31, 2021 |
| $ | — |
|
|
|
| 151,543,485 |
|
| $ | 1.7 |
|
|
| 22,589,258 |
|
| $ | (699.8 | ) |
| $ | 220.8 |
|
| $ | 1,457.1 |
|
| $ | (12.1 | ) |
| $ | 967.7 |
|
| $ | 14.0 |
|
| $ | 981.7 |
|
The accompanying notes are an integral part of these financial statements.
6
7
BRUKER CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 20212022
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
The Company has 4 operating segments,Segment, BSI NANO Segment
For financial reporting purposes, the Bruker BioSpin Group and Bruker CALID Group operating segments are aggregated into the reportable BSI Life Science Segmentsegment 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
The BSI NANO SegmentNano segment designs, manufactures and distributes advancedservices,services; and products and services for spatial genomics research. Customers of the BSI NANO SegmentNano segment include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies and other businesses involved in materials research and life science research analysis.
The BEST reportable segment develops and manufactures superconducting and
The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 20212022 and December 31, 2020,2021, and for the three months ended March 31, 20212022 and 2020,2021, 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 Form10-Qand Article 10 of RegulationS-X.
At March 31, 2021,2022, the Company’s significant accounting policies, and estimates, which are detailed in the Company’s Annual Report on Form2020,2021, have not changed.
8
Risks and& Uncertainties
The Company is subject to risks common to its industry including, but not limited to, global economic conditions, (including increasing inflation), rapid technological change, government and academic funding levels, the impact of the
The impact of the
Impacts to the Company’s business since the beginning of the pandemic have included temporary closures in 2020 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 or shipments to and from affected countries. In an effort to halt the outbreak ofhave implemented and some continue to implement, significant restrictions on travel, shelter in place or stay at home orders, and business closures. While somemany of these restrictions are looseninghave loosened in certain jurisdictions, including the United States and Europe, some markets have returned and others may return to restrictions in the face of increases in newnew strains of the virus. A number of states, including California, Massachusetts and New Jersey where the Company has significant operations have implemented phasedre-openingpolicies as vaccines to protect against the virus continue to be administered. However, many of the Company’s employees in these areas continue to work remotely, and anyre-openingsmay be delayed or pulled back if the virus continues to spread or as newmore contagious strains of the virus emerge,emerge. Many of the Company's employees in particular if existing vaccines are determinedjurisdictions in which it has significant operations continue to be less effective against these new strains than against earlier strains.work remotely. In addition, a number ofcertain Asia Pacific geographies where the Company’s production facilities hadCompany operates are continuing to either temporarily close or operate on a reduced capacity in 2020.experience significant COVID-19 disruptions, including extensive and sustained lockdowns. Much of the commercial activity in sales and marketing, and customer demonstrations and applications training, is still either being conducted remotely or postponed. Many customer purchasing departments are still operating at reduced capacity, and many customers could delay or cut capital expenditures and operating budgets due to pandemic-related concerns. Even where customers havemanysome still operate at productivity levels that are belowprotocols.protocols and as a result of pandemic-related supply chain disruptions. Any resurgence of the virus or the emergence of new strains of the virus, particularly any new strains which are more easily transmitted or which are resistant to existing vaccines, may require the Company or its customers to close or partially close operations once again. These travel restrictions, business closures and operating reductions at Bruker, customers, distributors, and/or suppliers have in the past adversely impacted and may 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. Global supply chains, including for semiconductor chips, components and other component products,raw materials such as copper, have been disrupted, causing shortages, which could impacthas impacted the Company’s ability to manufacture or supply its products. The Company could also experience increased compensation expenses associated with employee recruiting and employee retention to the extent employment opportunities continue to multiply post-pandemic, causing the search for and retention of talent to become more competitive. This disruption of the Company’s employees, distributors, suppliers and customers has historically impacted and may continue to impact the Company’s global sales and operating results.
Further, while the Company is not currently subject to any vaccine mandate, any requirement to mandate COVID-19 vaccination of its workforce or require the Company’s unvaccinated employees to be tested weekly could result in employee attrition and difficulty securing future labor needs and may have an adverse effect on future operations. It continues to be the Company's policy to encourage each of its employees to be fully vaccinated against COVID-19.
The Company is continuing to monitor and assess the effects of theincluding its impact on revenue in 2021.2022. However, the Company cannot at this time accurately predict what effects these conditions will ultimately have on future operations due to uncertainties relating to the severity of the disease, the duration of the outbreak, including the impact of any resurgence of the virus or the continued emergence of new strains of the virus, the effectiveness and availability of vaccines, (including to protect against any new strains of the virus), the willingness of individuals to receive vaccines and boosters, 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’sCompany's products and its operating results.
9
The Company has experienced supply chain interruptions as a result of the COVID-19 pandemic, general global economic conditions, a tighter labor market and other factors including natural events and disasters. Various factors, including increased demand for certain components and production delays, are contributing to shortages of certain components used in the Company’s products and increased difficulties in the Company’s ability to obtain a consistent supply of materials at stable pricing levels. Supply shortages and longer lead times for components used in the Company’s products, including limited source components, can result in significant additional costs and inefficiencies in manufacturing. A shortage of key components may cause a significant disruption to the Company’s production activities, which could have a substantial adverse effect on the Company’s financial condition or results of operations. If the Company is unsuccessful in resolving any such component shortages in a timely manner, the Company could experience a significant adverse impact on the timing of its revenue, a possible loss of revenue, or an increase in manufacturing costs, any of which could have a material adverse impact on the Company’s operating results.
Additionally, geopolitical tensions, such as Russia's ongoing incursion into Ukraine, ongoing conflicts between the United States and China, tariff and trade policy changes, economic sanctions, and increasing potential of conflict involving countries in Asia that are critical to the Company's supply chain operations, such as Taiwan and China, have resulted in increasing global tensions and create uncertainty for global commerce. In addition to experiencing adverse economic impacts resulting from economic sanctions on Russia, the Company has largely suspended its' Russian operations. Sustained or worsening global economic conditions and increasing inflation and geopolitical tensions have increased the Company's cost of doing business, materially disrupted the Company's supply chain operations, caused certain of the Company's customers to reduce or delay spending and further intensified pricing pressures. Any or all of these factors could negatively affect demand for the Company's products and its business, financial condition and result of operations.
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 it believesthey 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 the future business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, dependswill depend on future developments that are highly uncertain, including as a result of new information that may emergedevelopments concerningCOVID-19,effectivenessCOVID-19 pandemic, global supply chain and availability ofCOVID-19vaccines or individuals’ willingness to receive vaccines, and the actions taken to contain or treat the virus, as well as the economic impact on local, regional, national and international customers and markets.various global conflicts. The Company has made estimates of the impact of
In March 2020, the FASBFinancial Accounting Standards Board ("FASB") issued Accounting Standards Updates (“ASU”Update ("ASU")(“ (“ASU
10
The following table presents the Company’s revenues by Group and End Customer Geography (dollars in(in millions):
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Revenue by Group: | ||||||||
Bruker BioSpin | $ | 159.4 | $ | 120.9 | ||||
Bruker CALID | 192.4 | 140.5 | ||||||
Bruker Nano | 154.4 | 120.1 | ||||||
BEST | 52.4 | 46.2 | ||||||
Eliminations | (3.9 | ) | (3.7 | ) | ||||
Total revenue | $ | 554.7 | $ | 424.0 | ||||
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Revenue by End Customer Geography: | ||||||||
United States | $ | 119.0 | $ | 109.4 | ||||
Germany | 70.1 | 40.9 | ||||||
Rest of Europe | 149.8 | 104.0 | ||||||
Asia Pacific | 180.5 | 137.2 | ||||||
Other | 35.3 | 32.5 | ||||||
Total revenue | $ | 554.7 | $ | 424.0 | ||||
|
| Three Months Ended |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Revenue by Group: |
|
|
|
|
|
| ||
Bruker BioSpin |
| $ | 157.8 |
|
| $ | 159.4 |
|
Bruker CALID |
|
| 203.2 |
|
|
| 192.4 |
|
Bruker Nano |
|
| 178.5 |
|
|
| 154.4 |
|
BEST |
|
| 59.7 |
|
|
| 52.4 |
|
Eliminations |
|
| (4.2 | ) |
|
| (3.9 | ) |
Total revenue |
| $ | 595.0 |
|
| $ | 554.7 |
|
|
|
|
|
|
|
| ||
|
| Three Months Ended |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Revenue by End Customer Geography: |
|
|
|
|
|
| ||
United States |
| $ | 155.0 |
|
| $ | 119.0 |
|
Germany |
|
| 58.5 |
|
|
| 70.1 |
|
Rest of Europe |
|
| 143.4 |
|
|
| 149.8 |
|
China |
|
| 86.3 |
|
|
| 66.8 |
|
Rest of Asia Pacific |
|
| 102.6 |
|
|
| 113.7 |
|
Other |
|
| 49.2 |
|
|
| 35.3 |
|
Total revenue |
| $ | 595.0 |
|
| $ | 554.7 |
|
Revenue for the Company recognized at a point in time versus over time is as follows (dollars in(in millions):
|
| Three Months Ended |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Revenue recognized at a point in time |
| $ | 514.0 |
|
| $ | 480.0 |
|
Revenue recognized over time |
|
| 81.0 |
|
|
| 74.7 |
|
Total revenue |
| $ | 595.0 |
|
| $ | 554.7 |
|
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Revenue recognized at a point in time | $ | 480.0 | $ | 367.7 | ||||
Revenue recognized over time | 74.7 | 56.3 | ||||||
Total revenue | $ | 554.7 | $ | 424.0 | ||||
Remaining Performance Obligations
Remaining performance obligations represent the aggregate transaction price allocated to a promise to transfer a good or service that is fully or partially unsatisfied at the end of the period. As of March 31, 2021,2022, remaining performance obligations were approximately $1,940.3$2,114.9 million. The Company expects to recognize revenue on approximately 65.7%74% of the remaining performance obligations over the next twelve months and the remaining performance obligations primarily within one to three years.
11
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—
Pro forma financial information reflecting all acquisitions has not been presented.
2022
PreOmics GmbH
On January 18, 2022, the Company acquired a 74.15% interest in PreOmics GmbH, (“PreOmics”), a privately held company, for a purchase price of Contents
Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25.85% of PreOmics for cash at a contractually defined redemption value for both the original founders and other shareholders of PreOmics, exercisable beginning in 2026. The fair value of these rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the founders and the amount attributable to other shareholders.
The rights (embedded derivative) associated with the founders can be accelerated, at a discounted redemption value, upon certain events related to post combination services. As the options are tied to continued employment, and the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the condensed consolidated balance sheet. The hybrid instrument associated with the founders is initially measured at fair value and 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 rights associated with the other noncontrolling interest shareholders are contingently redeemable at the option of the other noncontrolling interest shareholders. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.
The Company expects to complete the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is nine years for technology, and twelve years for the trade name and customer relationships.
12
The components and fair value allocation of the consideration transferred in connection with the acquisition are as follows (in millions):
Consideration Transferred: |
|
|
| |
Cash paid |
| $ | 52.1 |
|
Cash acquired |
|
| (16.0 | ) |
Fair value of hybrid financial instrument - founders |
|
| 20.9 |
|
Fair value of redeemable noncontrolling interest - other shareholders |
|
| 6.8 |
|
Total consideration transferred |
| $ | 63.8 |
|
Allocation of Consideration Transferred: |
|
|
| |
Accounts receivable |
| $ | 0.4 |
|
Inventories |
|
| 0.6 |
|
Other current assets |
|
| 0.7 |
|
Property, plant and equipment |
|
| 1.3 |
|
Other assets |
|
| 0.4 |
|
Intangible assets: |
|
|
| |
Technology |
|
| 12.5 |
|
Customer relationships |
|
| 6.9 |
|
Trade name |
|
| 1.9 |
|
Goodwill |
|
| 47.0 |
|
Liabilities assumed |
|
| (7.9 | ) |
Total consideration allocated |
| $ | 63.8 |
|
In addition to the PreOmics acquisition, during the three months ended March 31, 2021,2022, the Company made investments in businesses complementary to its own portfolio
Name of Acquisition |
| Date Acquired |
| Segment |
| Total |
|
| Cash |
| ||
Prolab Instruments GmbH |
| January 17, 2022 |
| BSI Life Science |
| $ | 5.7 |
|
| $ | 5.5 |
|
PepSep Holding ApS |
| February 1, 2022 |
| BSI Life Science |
|
| 4.1 |
|
|
| 2.8 |
|
|
|
|
|
|
| $ | 9.8 |
|
| $ | 8.3 |
|
In the three months ended March 31, 2022, the Company completed a minority investment that complemented the Company's existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for this investment (in millions):
Name |
| Acquisition / |
| Date Acquired |
| Segment |
| Total |
|
| Cash |
| ||
PrognomiQ, Inc |
| Investment |
| February 16, 2022 |
| BSI Life Science |
| $ | 12.0 |
|
| $ | 12.0 |
|
|
|
|
|
|
|
|
| $ | 12.0 |
|
| $ | 12.0 |
|
Subsequent Event Acquisitions
On April 1, 2022, the Company completed a share purchase agreement to acquire 100% of the outstanding stock of Optimal Industrial Technologies Limited (“OIT”) and Optimal Industrial Automation Limited (“OIA”), collectively “Optimal”. The purchase price for the outstanding shares of OIT and OIA, collectively, was approximately GBP 30.7 million (approximately $40.3 million) with the potential for additional consideration of up to GBP 3.4 million (approximately $4.5 million). Optimal is located in Bristol, England, and will be integrated into the Bruker BioSpin Group within the BSI Life Science Segment.
On April 5, 2022, the Company entered into a merger agreement with IonSense, Inc. for a purchase price of $8.0 million with the potential for additional consideration of up to $12.5 million. IonSense, Inc. is located in Saugus, Massachusetts and, following closing, will be integrated into the Bruker CALID Group within the BSI Life Science Segment.
On April 28, 2022, the Company completed a minority investment in Tofwerk, AG, for CHF 18.0 million (approximately $18.6 million). Tofwerk, AG is located in Gwatt (Thun), Switzerland and will be integrated into the Bruker CALID Group within the BSI Life Science Segment.
13
Name | Acquisition / Investment | Date Acquired | Segment | Consideration | Cash Consideration | |||||||||||||||
Glycopath Inc. | Investment | February 18, 2021 | BSI Life Science | $ | 2.0 | $ | 2.0 | |||||||||||||
IonPath Inc | Investment | March 18, 2021 | BSI Life Science | 2.0 | 2.0 | |||||||||||||||
Acuity Spatial Genomics, Inc. | Investment | February 24, 2021 | BSI Nano | 4.5 | 4.5 | |||||||||||||||
$ | 8.5 | $ | 8.5 | |||||||||||||||||
Inventories consisted of the following (dollars in(in millions):
|
| March 31, |
|
| December 31, |
| ||
Raw materials |
| $ | 238.8 |
|
| $ | 218.7 |
|
Work-in-process |
|
| 266.3 |
|
|
| 254.9 |
|
Finished goods |
|
| 145.3 |
|
|
| 144.9 |
|
Demonstration units |
|
| 89.5 |
|
|
| 91.6 |
|
Inventories |
| $ | 739.9 |
|
| $ | 710.1 |
|
March 31, 2021 | December 31, 2020 | |||||||
Raw materials | $ | 197.1 | $ | 198.8 | ||||
Work-in-process | 253.2 | 245.7 | ||||||
Finished goods | 157.0 | 152.1 | ||||||
Demonstration units | 93.4 | 95.7 | ||||||
Inventories | $ | 700.7 | $ | 692.3 | ||||
Finished goods includeCompany’sCompany��s customers for which control has not passed to the customers as the systems were not installed and accepted by the customer.customers. As of March 31, 2021,2022, and December 31, 2020,2021, the value of$59.6$54.4 million and $67.8$49.5 million, respectively.
Goodwill
The following table sets forth the changes in the carrying amount of goodwill (dollars in(in millions):
|
| Total |
| |
Balance at December 31, 2021 |
| $ | 339.5 |
|
Current period additions/adjustments |
|
| 50.1 |
|
Foreign currency effect |
|
| (5.3 | ) |
Balance at March 31, 2022 |
| $ | 384.3 |
|
Total | ||||
Balance at December 31, 2020 | $ | 320.4 | ||
Current period additions/adjustments | (0.3 | ) | ||
Foreign currency impact | (6.8 | ) | ||
Balance at March 31, 2021 | $ | 313.3 | ||
Intangible Assets
The following is a summary of intangible assets, excluding goodwill (dollars in(in millions):
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||
|
| Gross |
|
| Accumulated |
|
| Net Carrying |
|
| Gross |
|
| Accumulated |
|
| Net Carrying |
| ||||||
Existing technology and related patents |
| $ | 325.2 |
|
| $ | (209.7 | ) |
| $ | 115.5 |
|
| $ | 310.4 |
|
| $ | (206.8 | ) |
| $ | 103.6 |
|
Customer relationships |
|
| 161.9 |
|
|
| (61.1 | ) |
|
| 100.8 |
|
|
| 156.1 |
|
|
| (58.2 | ) |
|
| 97.9 |
|
Trade names |
|
| 17.3 |
|
|
| (6.1 | ) |
|
| 11.2 |
|
|
| 15.5 |
|
|
| (5.8 | ) |
|
| 9.7 |
|
Other |
|
| 1.8 |
|
|
| (1.8 | ) |
|
| 0 |
|
|
| 1.8 |
|
|
| (1.2 | ) |
|
| 0.6 |
|
Intangible assets |
| $ | 506.2 |
|
| $ | (278.7 | ) |
| $ | 227.5 |
|
| $ | 483.8 |
|
| $ | (272.0 | ) |
| $ | 211.8 |
|
March 31, 2021 | December 31, 2020 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
Existing technology and related patents | $ | 299.0 | $ | (192.3 | ) | $ | 106.7 | $ | 309.8 | $ | (194.6 | ) | $ | 115.2 | ||||||||||
Customer relationships | 144.4 | (48.0 | ) | 96.4 | 148.3 | (45.4 | ) | 102.9 | ||||||||||||||||
Trade names | 14.8 | (4.7 | ) | 10.1 | 15.2 | (4.4 | ) | 10.8 | ||||||||||||||||
Other | 0.3 | (0.1 | ) | 0.2 | 0.3 | (0.1 | ) | 0.2 | ||||||||||||||||
Intangible assets | $ | 458.5 | $ | (245.1 | ) | $ | 213.4 | $ | 473.6 | $ | (244.5 | ) | $ | 229.1 | ||||||||||
For the three months ended March 31, 20212022 and 2020,2021, the Company recorded amortization expense of $8.9$9.2 million and $8.7$8.9 million, respectively, related to intangible assets subject to amortization.
On a quarterly basis, the Company reviews its intangible assets to determine if there have been any events that could create an impairment. NaN were noted for the three months ended March 31, 2022 or 2021.
14
The Company’s debt obligations consistedconsist of the following (dollars in(in millions):
|
| March 31, |
|
| December 31, |
| ||
EUR notes (in U.S. dollars) under the 2021 Note Purchase Agreement |
| $ | 166.3 |
|
| $ | 170.7 |
|
CHF notes (in U.S. dollars) under the 2021 Note Purchase Agreement |
|
| 325.4 |
|
|
| 329.2 |
|
CHF notes (in U.S. dollars) under the 2019 Note Purchase Agreement |
|
| 322.2 |
|
|
| 325.9 |
|
U.S. Dollar notes under the 2019 Term Loan |
|
| 298.5 |
|
|
| 299.2 |
|
U.S. Dollar notes under the 2012 Note Purchase Agreement |
|
| 100.0 |
|
|
| 205.0 |
|
Unamortized debt issuance costs |
|
| (1.9 | ) |
|
| (2.0 | ) |
Other loans |
|
| 1.8 |
|
|
| 1.9 |
|
Total notes and loans outstanding |
|
| 1,212.3 |
|
|
| 1,329.9 |
|
Finance lease obligations |
|
| 4.1 |
|
|
| 4.3 |
|
Total debt |
|
| 1,216.4 |
|
|
| 1,334.2 |
|
Current portion of long-term debt |
|
| (11.0 | ) |
|
| (112.4 | ) |
Total long-term debt, less current portion |
| $ | 1,205.4 |
|
| $ | 1,221.8 |
|
March 31, 2021 | December 31, 2020 | |||||||
US Dollar notes under the 2012 Note Purchase Agreement | $ | 205.0 | $ | 205.0 | ||||
CHF notes (in dollars) under the 2019 Note Purchase Agreement | 314.8 | 335.5 | ||||||
US Dollar notes under the 2019 Term Loan | 300.0 | 300.0 | ||||||
Unamortized debt issuance costs | (2.3 | ) | (2.4 | ) | ||||
Capital lease obligations and other loans | 6.7 | 6.4 | ||||||
Total debt | 824.2 | 844.5 | ||||||
Current portion of long-term debt | (108.4 | ) | (2.2 | ) | ||||
Total long-term debt, less current portion | $ | 715.8 | $ | 842.3 | ||||
The following is a summary of the maximum commitments and the net amounts available to the Company under its credit agreementsthe 2019 Revolving Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at March 31, 20212022 (in millions):
|
| Weighted |
|
| Total Amount |
|
| Outstanding |
|
| Outstanding |
|
| Total |
| |||||
2019 Credit Agreement |
|
| 1.3 | % |
| $ | 600.0 |
|
| $ | — |
|
| $ | 0.1 |
|
| $ | 599.9 |
|
Bank guarantees and working capital line |
| varies |
|
|
| 110.3 |
|
|
| — |
|
|
| 110.3 |
|
|
| — |
| |
Total revolving lines of credit |
|
|
|
| $ | 710.3 |
|
| $ | — |
|
| $ | 110.4 |
|
| $ | 599.9 |
|
Weighted Average Interest Rate | Total Amount Committed by Lenders | Outstanding Borrowings | Outstanding Letters of Credit | Total Committed Amounts Available | ||||||||||||||||
2019 Credit Agreement | 1.3 | % | $ | 600.0 | $ | — | $ | 0.2 | $ | 599.8 | ||||||||||
Bank guarantees and working capital line | 0.0 | % | 120.2 | — | 120.2 | — | ||||||||||||||
Total revolving lines of credit | $ | 720.2 | $ | — | $ | 120.4 | $ | 599.8 | ||||||||||||
As of March 31, 2021,2022, the Company was in compliance with the financial covenants of all debt agreements.
As of March 31, 2021,2022, the Company had$150.0$149.3 million of U.S. to Swiss Franc and a notional value of $355.0$249.3 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 changesunaudited 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$1.1 million and $2.6$1.4 million during the three months ended March 31, 20212022 and 2020, respectively. The gains (losses) related to hedges of net asset investments in international operations that were recorded within the cumulative translation adjustment section of other comprehensive income were gains of$27.7 million and $10.9 million for the three months ended March 31, 2021, and 2020, respectively. 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.
15
The Company measures the following financial assets and liabilities at fair value on a recurring basis. The following tables set forth the Company’s financial instruments measured at fair value on a recurring basis and present them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (dollars in(in millions):
March 31, 2022 |
| Total |
|
| Quoted Prices |
|
| Significant |
|
| Significant |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Time deposits and money market funds |
| $ | 301.1 |
|
| $ | — |
|
| $ | 301.1 |
|
| $ | — |
|
Short-term investments |
|
| 100.0 |
|
|
| — |
|
|
| 100.0 |
|
|
| — |
|
Interest rate and cross currency swap agreements |
|
| 17.3 |
|
|
| — |
|
|
| 17.3 |
|
|
| — |
|
Forward currency contracts |
|
| 0.3 |
|
|
| — |
|
|
| 0.3 |
|
|
| — |
|
Embedded derivatives in purchase and delivery contracts |
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
Fixed price commodity contracts |
|
| 0.7 |
|
|
| — |
|
|
| 0.7 |
|
|
| — |
|
Debt securities available for sale |
|
| 1.2 |
|
|
| — |
|
|
| — |
|
|
| 1.2 |
|
Total assets recorded at fair value |
| $ | 420.7 |
|
| $ | — |
|
| $ | 419.5 |
|
| $ | 1.2 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Contingent consideration |
| $ | 6.8 |
|
| $ | — |
|
| $ | — |
|
| $ | 6.8 |
|
Hybrid instruments liability |
|
| 40.0 |
|
|
| — |
|
|
| — |
|
|
| 40.0 |
|
Interest rate and cross currency swap agreements |
|
| 15.7 |
|
|
| — |
|
|
| 15.7 |
|
|
| — |
|
Forward currency contracts |
|
| 0.2 |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
Long-term fixed interest rate debt |
|
| 854.8 |
|
|
| — |
|
|
| 854.8 |
|
|
| — |
|
Total liabilities recorded at fair value |
| $ | 917.5 |
|
| $ | — |
|
| $ | 870.7 |
|
| $ | 46.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
December 31, 2021 |
| Total |
|
| Quoted Prices |
|
| Significant |
|
| Significant |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Time deposits and money market funds |
| $ | 367.7 |
|
| $ | — |
|
| $ | 367.7 |
|
| $ | — |
|
Short-term investments |
|
| 100.0 |
|
|
| — |
|
|
| 100.0 |
|
|
| — |
|
Interest rate and cross currency swap agreements |
|
| 6.4 |
|
|
| — |
|
|
| 6.4 |
|
|
| — |
|
Forward currency contracts |
|
| 0.7 |
|
|
| — |
|
|
| 0.7 |
|
|
| — |
|
Embedded derivatives in purchase and delivery contracts |
|
| 0.2 |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
Fixed price commodity contracts |
|
| 0.4 |
|
|
| — |
|
|
| 0.4 |
|
|
| — |
|
Debt securities available for sale |
|
| 1.2 |
|
|
| — |
|
|
| — |
|
|
| 1.2 |
|
Total assets recorded at fair value |
| $ | 476.6 |
|
| $ | — |
|
| $ | 475.4 |
|
| $ | 1.2 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Contingent consideration |
| $ | 6.6 |
|
| $ | — |
|
| $ | — |
|
| $ | 6.6 |
|
Hybrid instrument liability |
|
| 15.6 |
|
|
| — |
|
|
| — |
|
|
| 15.6 |
|
Interest rate and cross currency swap agreements |
|
| 23.9 |
|
|
| — |
|
|
| 23.9 |
|
|
| — |
|
Forward currency contracts |
|
| 0.3 |
|
|
| — |
|
|
| 0.3 |
|
|
| — |
|
Long-term fixed interest rate debt |
|
| 1,043.3 |
|
|
| — |
|
|
| 1,043.3 |
|
|
| — |
|
Total liabilities recorded at fair value |
| $ | 1,089.7 |
|
| $ | — |
|
| $ | 1,067.5 |
|
| $ | 22.2 |
|
March 31, 2021 | Total | Quoted Prices in Active Markets Available (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
Time deposits and money market funds | $ | 151.1 | $ | — | $ | 151.1 | $ | — | ||||||||
Short-term investments | 50.0 | — | 50.0 | — | ||||||||||||
Interest rate and cross currency swap agreements | 7.1 | — | 7.1 | — | ||||||||||||
Forward currency contracts | 0.1 | — | 0.1 | — | ||||||||||||
Fixed price commodity contracts | 3.8 | — | 3.8 | — | ||||||||||||
Debt securities available for sale | 1.2 | — | — | 1.2 | ||||||||||||
Total assets recorded at fair value | $ | 213.3 | $ | — | $ | 212.1 | $ | 1.2 | ||||||||
Liabilities: | ||||||||||||||||
Contingent consideration | $ | 3.3 | $ | — | $ | — | $ | 3.3 | ||||||||
Hybrid instrument liability | 13.8 | — | — | 13.8 | ||||||||||||
Interest rate and cross currency swap agreements | 33.3 | — | 33.3 | — | ||||||||||||
Embedded derivatives in purchase and delivery contracts | 0.3 | — | 0.3 | — | ||||||||||||
Forward currency contracts | 1.3 | — | 1.3 | — | ||||||||||||
Total liabilities recorded at fair value | $ | 52.0 | $ | — | $ | 34.9 | $ | 17.1 | ||||||||
December 31, 2020 | Total | Quoted Prices in Active Markets Available (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
Time deposits and money market funds | $ | 183.2 | $ | — | $ | 183.2 | $ | — | ||||||||
Short-term investments | 50.0 | — | 50.0 | — | ||||||||||||
Interest rate and cross currency swap agreements | 7.6 | — | 7.6 | — | ||||||||||||
Forward currency contracts | 2.1 | — | 2.1 | — | ||||||||||||
Embedded derivatives in purchase and delivery contracts | 0.1 | — | 0.1 | — | ||||||||||||
Fixed price commodity contracts | 3.1 | — | 3.1 | — | ||||||||||||
Debt securities available for sale | 1.2 | — | — | 1.2 | ||||||||||||
Total assets recorded at fair value | $ | 247.3 | $ | — | $ | 246.1 | $ | 1.2 | ||||||||
Liabilities: | ||||||||||||||||
Contingent consideration | $ | 4.3 | $ | — | $ | — | $ | 4.3 | ||||||||
Hybrid instrument liability | 13.9 | — | — | 13.9 | ||||||||||||
Interest rate and cross currency swap agreements | 61.5 | — | 61.5 | — | ||||||||||||
Forward currency contracts | 0.4 | — | 0.4 | — | ||||||||||||
Total liabilities recorded at fair value | $ | 80.1 | $ | — | $ | 61.9 | $ | 18.2 | ||||||||
Derivative financial instruments consist primarily of cash equivalents, short-term investments, restricted cash,are classified within level 2 because there is not an active market for each derivative instruments consisting of forward currency 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 amountscontract. However, the inputs used to calculate the value of the Company’s cash equivalents, short-term investments and restricted cash, accounts receivable, borrowings under a revolving credit agreement and accounts payable approximate fair value because of their short-term nature. Derivative assets and liabilitiesinstruments are measured at fair value on a recurring basis. 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 measures certain assets and liabilities at fair value with changes in fair value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities and did not elect the fair value option for any financial assets or liabilities which originated during the three months ended March 31, 20212022 or 2020.
16
The fair value of the long-term fixed interest rate debt, which has been classified as Level 2 was $527.7 million and $549.8 million at March 31, 2021 and December 31, 2020, respectively, based on market and observable sources with similar maturity20212022 and December 31, 2020.
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 three months ended March 31, 20212022 or 2020.
Debt securities consist of investments in redeemable preferred stock. Debt securities are classified as either current or long-term investments based on their contractual maturities unless the Company intends to sell an investment within the next twelve months, in which case it is classified as current on the consolidated balance sheets. Debt securities are classified as available for sale and are carried at fair value.
Contingent consideration recorded within other current and other long-term liabilities represents the estimated fair value of future payments to the former shareholders as part of certain acquisitions. The contingent consideration is primarily based on the applicable acquired company achieving annual revenue and gross margin targets in certain years as specified in the relevant purchase and sale agreement. The Company initially values the contingent consideration on the acquisition date by using a Monte Carlo simulation or an income approach method. The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value. The income approach method involves calculating the earnout payment based on the forecasted cash flows, adjusting the future earnout payment for the risk of reaching the projected financials, and then discounting the future payments to present value by the counterparty risk. The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with a cost of debt over an appropriate term.
The following table sets forth the changes in contingent consideration liabilities (dollars in(in millions):
|
| Total |
| |
Balance at December 31, 2021 |
| $ | 6.6 |
|
Current period additions |
|
| 1.2 |
|
Current period adjustments |
|
| 0.3 |
|
Current period settlements |
|
| (1.2 | ) |
Foreign currency effect |
|
| (0.1 | ) |
Balance at March 31, 2022 |
| $ | 6.8 |
|
Balance at December 31, 2020 | $ | 4.3 | ||
Current period adjustments | (0.5 | ) | ||
Current period settlements | (0.4 | ) | ||
Foreign currency effect | (0.1 | ) | ||
Balance at March 31, 2021 | $ | 3.3 | ||
As part of the 2018 Mestrelab acquisition,Research, S.L. and 2022 PreOmics GmbH, acquisitions, the Company entered into an agreementagreements 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 Mestrelabownerships for cash at a contractually defined redemption value.values. These rights (an embedded derivative) are exercisable beginning in 2022 and(embedded derivatives) can be accelerated, at a discounted redemption value,values, upon certain events related to post combination services. As the option isoptions are tied to continued employment, the Company classified the hybrid instrumentinstruments (noncontrolling interestinterests with an embedded derivative)derivatives) as a long-term liabilityliabilities on the consolidated balance sheet. Subsequent to the acquisition,acquisitions, the carrying value of the hybrid instrument isinstruments are remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the respective requisite service period vested. The hybrid instrument isinstruments are classified as Level 3 in the fair value hierarchy.
The following table sets forth the changes in hybrid instrument liability (dollars in(in millions):
|
| Total |
| |
Balance at December 31, 2021 |
| $ | 15.6 |
|
Current period additions |
|
| 20.9 |
|
Current period adjustments |
|
| 4.2 |
|
Foreign currency effect |
|
| (0.7 | ) |
Balance at March 31, 2022 |
| $ | 40.0 |
|
17
Balance at December 31, 2020 | $ | 13.9 | ||
Current period adjustments | 0.4 | |||
Foreign currency effect | (0.5 | ) | ||
Balance at March 31, 2021 | $ | 13.8 | ||
Commodity Price Risk Management
The Company has arrangements with certain customers under which it has a firm commitment to deliver copper based superconductors at a fixed price. In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company had fixed priceenters into commodity contracts with notional amounts aggregating $5.8 million and $8.8 million, respectively.hedge contracts. As commodity contracts settle, gains (losses) as a result of changes in fair values are adjusted to the contracts with the customers through revenues.
Foreign Exchange Rate Risk Management
The Company had the following notional amounts outstanding under foreign exchange contracts, and cross-currency interest rate swap agreements and long-term debt designated as net investment hedges (in millions) and the respective fair value of the instruments recorded in the consolidated balance sheets as follows (in millions):
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||
|
| Notional (in USD) |
|
| Fair Value |
|
| Notional (in USD) |
|
| Fair Value |
| ||||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest rate cross-currency swap agreements |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other current assets |
|
|
|
| $ | 7.1 |
|
|
|
|
| $ | 6.4 |
| ||
Other assets |
|
|
|
|
| 10.2 |
|
|
|
|
|
| 0 |
| ||
Other current liabilities |
|
|
|
|
| 0 |
|
|
|
|
|
| (5.8 | ) | ||
Other long-term liabilities |
|
|
|
|
| (15.7 | ) |
|
|
|
|
| (18.1 | ) | ||
|
| $ | 398.5 |
|
| $ | 1.6 |
|
| $ | 504.3 |
|
| $ | (17.5 | ) |
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Long-term debt |
|
| 813.9 |
|
|
| (23.3 | ) |
|
| 825.8 |
|
|
| (35.1 | ) |
Total derivatives designated as hedging instruments |
| $ | 1,212.4 |
|
| $ | (21.7 | ) |
| $ | 1,330.1 |
|
| $ | (52.6 | ) |
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Forward currency contracts |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other current assets |
| $ | 55.3 |
|
| $ | 0.3 |
|
| $ | 157.7 |
|
| $ | 0.7 |
|
Other current liabilities |
|
| 60.9 |
|
|
| (0.2 | ) |
|
| 23.0 |
|
|
| (0.3 | ) |
Embedded derivatives in purchase and delivery contracts |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other current assets |
|
| 7.6 |
|
|
| 0.1 |
|
|
| 8.5 |
|
|
| 0.2 |
|
Fixed price commodity contracts |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other current assets |
|
| 7.2 |
|
|
| 0.7 |
|
|
| 5.5 |
|
|
| 0.4 |
|
Total derivatives not designated as hedging instruments |
| $ | 131.0 |
|
| $ | 0.9 |
|
| $ | 194.7 |
|
| $ | 1.0 |
|
Total derivatives |
| $ | 1,343.4 |
|
| $ | (20.8 | ) |
| $ | 1,524.8 |
|
| $ | (51.6 | ) |
March 31, 2021 | December 31, 2020 | |||||||||||||||
Notional Amount in U.S. Dollars | Fair Value | Notional Amount in U.S. Dollars | Fair Value | |||||||||||||
Forward Currency Contracts (1): | ||||||||||||||||
Assets | $ | 10.0 | $ | 0.1 | $ | 175.8 | $ | 2.1 | ||||||||
Liabilities | 121.3 | (1.3 | ) | 102.5 | (0.4 | ) | ||||||||||
Cross-Currency and Interest Rate Swap Agreements (2): | ||||||||||||||||
Liabilities | 505.0 | (26.2 | ) | 505.0 | (53.9 | ) | ||||||||||
$ | 636.3 | $ | (27.4 | ) | $ | 783.3 | $ | (52.2 | ) | |||||||
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. These$6.1$7.6 million for the delivery of products and $4.3$8.5 million for the purchase of products at March 31, 20212022 and $7.5 million for the delivery of products and $4.8 million for the purchase of products at December 31, 2020.2021, respectively. The changes in the fair value of these embedded derivatives are recorded in interest and other income (expense), net in the unaudited condensedconsolidated statements of income and comprehensive income.
18
The following is a summary of the gain (loss) included in the consolidated statements of income and comprehensive income (loss).
March 31, 2021 | December 31, 2020 | |||||||
Derivatives designated as hedging instruments | ||||||||
Interest rate cross-currency swap agreements | ||||||||
Other current assets | $ | 7.1 | $ | 7.6 | ||||
Other current liabilities | (9.3 | ) | (4.3 | ) | ||||
Other long-term liabilities | (24.0 | ) | (57.2 | ) | ||||
Total derivatives designated as hedging instruments | (26.2 | ) | (53.9 | ) | ||||
Derivatives not designated as hedging instruments | ||||||||
Forward currency contracts | ||||||||
Other current assets | $ | 0.1 | $ | 2.1 | ||||
Other current liabilities | (1.3 | ) | (0.4 | ) | ||||
Embedded derivatives in purchase and delivery contracts | ||||||||
Other current assets | — | 0.1 | ||||||
Other current liabilities | (0.3 | ) | — | |||||
Fixed price commodity contracts | ||||||||
Other current assets | 3.8 | 3.1 | ||||||
Total derivatives not designated as hedging instruments | 2.3 | 4.9 | ||||||
Total derivatives | $ | (23.9 | ) | $ | (49.0 | ) | ||
|
|
|
| Three Months Ended March 31, |
| |||||
|
| Financial Statement Classification |
| 2022 |
|
| 2021 |
| ||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
| ||
Forward currency contracts |
| Interest and other income (expense), net |
| $ | (1.5 | ) |
| $ | (5.0 | ) |
Embedded derivatives in purchase and delivery contracts |
| Interest and other income (expense), net |
|
| (0.1 | ) |
|
| (0.4 | ) |
|
|
|
|
| (1.6 | ) |
|
| (5.4 | ) |
Derivatives designated as cash flow hedging instruments |
|
|
|
|
|
|
|
| ||
Interest rate cross-currency swap agreements |
| Interest and other income (expense), net |
| $ | (1.0 | ) |
| $ | (1.1 | ) |
Derivatives designated as net investment hedging instruments |
|
|
|
|
|
|
|
| ||
Interest rate cross-currency swap agreements |
| Interest and other income (expense), net |
|
| 2.1 |
|
|
| 2.5 |
|
|
|
|
|
| 1.1 |
|
|
| 1.4 |
|
Total |
|
|
| $ | (0.5 | ) |
| $ | (4.0 | ) |
|
|
|
| Three Months Ended March 31, |
| |||||
|
| Financial Statement Classification |
| 2022 |
|
| 2021 |
| ||
Derivatives designated as cash flow hedging instruments |
|
|
|
|
|
|
|
| ||
Interest rate cross-currency swap agreements |
| Accumulated other comprehensive income, net of tax |
| $ | 11.4 |
|
| $ | 9.9 |
|
|
|
|
|
| 11.4 |
|
|
| 9.9 |
|
Derivatives designated as net investment hedging instruments |
|
|
|
|
|
|
|
| ||
Interest rate cross-currency swap agreements |
| Accumulated other comprehensive income, net of tax |
| $ | 0.7 |
|
| $ | 17.8 |
|
Long-term debt |
| Accumulated other comprehensive income, net of tax |
|
| 9.0 |
|
|
| 20.8 |
|
|
|
|
|
| 9.7 |
|
|
| 38.6 |
|
Total |
|
|
| $ | 21.1 |
|
| $ | 48.5 |
|
Three Months Ended March 31, | ||||||||||
Financial Statement Classification | 2021 | 2020 | ||||||||
Derivatives not designated as hedging instruments | ||||||||||
Forward currency contracts | Interest and other income (expense), net | $ | (5.0 | ) | $ | (0.5 | ) | |||
Embedded derivatives in purchase and delivery contracts | Interest and other income (expense), net | (0.4 | ) | 0.6 | ||||||
$ | (5.4 | ) | $ | 0.1 | ||||||
Derivatives designated as Cash Flow hedging instruments | ||||||||||
Interest rate cross-currency swap agreements | ||||||||||
Interest incurred | Interest and other income (expense), net | $ | (1.1 | ) | $ | — | ||||
Unrealized gains (losses) on contracts | Accumulated other comprehensive income | 9.9 | (19.0 | ) | ||||||
$ | 8.8 | $ | (19.0 | ) | ||||||
Derivatives designated as Net Investment hedging instruments | ||||||||||
Interest rate cross-currency swap agreements | ||||||||||
Interest earned | Interest and other income (expense), net | $ | 2.5 | $ | 2.6 | |||||
Unrealized gains on contracts | Accumulated other comprehensive income | 17.8 | 29.9 | |||||||
$ | 20.3 | $ | 32.5 | |||||||
The Company accounts for income taxes using the asset and liability approach by recognizing deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In addition, the Company accounts for uncertain tax positions that have reached a minimum recognition threshold.
The income tax provision for the three months ended March 31, 2022 and 2021 and 2020 was $27.5$31.9 million and $2.9$27.5 million, respectively, representing effective tax rates of 32.2%33.9% and 21.5%32.2%, respectively. The increase in our effective tax rate was primarily due to the impact of U.S. legislation that became effective during the quarter limiting the deductibility of R&D and the benefit relating to foreign tax credits, and impact of Mutual Agreement Procedures ("MAP") resolution. The Company’s effective tax rate may change over time as the amount or mix of income and taxestax changes among the jurisdictions in which the Company is subject to The increase in our effective tax rate was primarily due to the jurisdictional mix and the impact of unfavorable discrete items in the period.
As of March 31, 20212022 and December 31, 2020,2021, the Company had gross unrecognized tax benefits, excluding penalties and interest, of approximately $24.3$50.9 million and $22.7$51.4 million, respectively, which, if recognized, would result in a reduction of the Company’s effective tax rate. The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of March 31, 20212022 and December 31, 2020,2021, approximately $1.9$3.5 million and $1.8$3.1 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 $0.4 million and $0.1 million were recorded in the provision for income taxes for unrecognized tax benefits during both the three months ended March 31, 2022 and 2021.
The Company has been subject to a tax examination in Germany for the years 2009 through 2012 whereby the German tax authorities had imposed additional tax assessments for those years. Due to the nature of the additional tax assessments, the Company filed for competent authority relief from those assessments under MAP of the United States-Germany income tax treaty. A final resolution has been reached with the respective tax authorities in Germany and the United States during the first quarter of 2022.
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 20212022 are approximately 30.0%30.0% and 20.0%20.0% for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of 5.1%5.2% from the U.S. statutory rate of 21.0%21.0% in the three months ended March 31, 2021.2022.
19
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(in millions, except per share amounts):
|
| For The Three Months Ended March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Net income attributable to Bruker Corporation |
| $ | 61.6 |
|
| $ | 56.7 |
|
Weighted average shares outstanding: |
|
|
|
|
|
| ||
Weighted average shares outstanding-basic |
|
| 150.4 |
|
|
| 151.8 |
|
Effect of dilutive securities: |
|
|
|
|
|
| ||
Stock options and restricted stock units |
|
| 1.0 |
|
|
| 1.4 |
|
|
|
| 151.4 |
|
|
| 153.2 |
|
Net income per common share attributable to Bruker Corporation shareholders: |
|
|
|
|
|
| ||
Basic |
| $ | 0.41 |
|
| $ | 0.37 |
|
Diluted |
| $ | 0.41 |
|
| $ | 0.37 |
|
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Net income attributable to Bruker Corporation, as reported | $ | 56.7 | $ | 10.5 | ||||
Weighted average shares outstanding: | ||||||||
Weighted average shares outstanding-basic | 151.8 | 154.2 | ||||||
Effect of dilutive securities: | ||||||||
Stock options and restricted stock awards and units | 1.4 | 1.2 | ||||||
153.2 | 155.4 | |||||||
Net income per common share attributable to Bruker Corporation shareholders: | ||||||||
Basic | $ | 0.37 | $ | 0.07 | ||||
Diluted | $ | 0.37 | $ | 0.07 | ||||
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 March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Stock options |
|
| 0.1 |
|
|
| — |
|
Unvested restricted stock units |
|
| 0.2 |
|
|
| — |
|
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Stock options | — | 0.1 | ||||||
Unvested restricted stock units | — | — |
Share Repurchase Program
In May 2019, the Company’s Board of Directors approved a In May 2021, the Company’s Board of Directors approved a share repurchase plan stockshare repurchase plan (the “2019 Repurchase Program”) authorizing the purchase of common stock in the amount of up to $300.0$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. During the quarterthree months ended March 31, 2021, the Company purchasedrepurchased a total of 530,729 shares at an aggregate cost of $32.8$32.8 million under the share repurchase plan. There were no purchases under the plan in the three months ended March 31, 2020. At March 31, 2021, $1.7 million remained available for future purchases under the plan.2019 Repurchase Program. We completed the share purchase program2019 Repurchase Program in April 2021, after reaching the maximum cumulative spend. Thiswas set(the “2021 Repurchase Program”) authorizing the purchase of common stock in the amount of up to expire on May 13, 2021.
Accumulated Other Comprehensive Income, (Loss)
The following is a summary of comprehensive income (dollars in(in millions):
|
| Three Months Ended March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Consolidated net income |
| $ | 62.1 |
|
| $ | 57.8 |
|
Foreign currency translation adjustments |
|
| (30.5 | ) |
|
| (68.0 | ) |
Derivatives designated as hedging instruments, net of tax |
|
| 21.1 |
|
|
| 48.5 |
|
Pension liability adjustments, net of tax |
|
| 0.5 |
|
|
| 3.3 |
|
Net comprehensive income |
|
| 53.2 |
|
|
| 41.6 |
|
Less: Comprehensive income attributable to noncontrolling interests |
|
| 0.2 |
|
|
| 0.9 |
|
Less: Comprehensive loss attributable to redeemable noncontrolling interests |
|
| (0.2 | ) |
|
| 0 |
|
Comprehensive income attributable to Bruker Corporation |
| $ | 53.2 |
|
| $ | 40.7 |
|
20
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Consolidated net income | $ | 57.8 | $ | 10.6 | ||||
Foreign currency translation adjustments | (19.5 | ) | (13.0 | ) | ||||
Pension liability adjustments, net of tax | 3.3 | 14.5 | ||||||
Net comprehensive income | 41.6 | 12.1 | ||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0.9 | (0.1 | ) | |||||
Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest | — | (0.5 | ) | |||||
Comprehensive income attributable to Bruker Corporation | $ | 40.7 | $ | 12.7 | ||||
The following is a summary of the components of accumulated other comprehensive income, (loss), net of tax (dollars in(in millions):
|
| Foreign |
|
| Derivatives |
|
| Pension |
|
| Accumulated |
| ||||
Balance at December 31, 2021 |
| $ | 63.1 |
|
| $ | (40.1 | ) |
| $ | (31.2 | ) |
| $ | (8.2 | ) |
Other comprehensive (loss) income before |
|
| (30.5 | ) |
|
| 21.1 |
|
|
| 0.2 |
|
|
| (9.2 | ) |
Realized gain on amounts reclassified from other |
|
| 0 |
|
|
| 0 |
|
|
| 0.3 |
|
|
| 0.3 |
|
Net current period other comprehensive (loss) income |
|
| (30.5 | ) |
|
| 21.1 |
|
|
| 0.5 |
|
|
| (8.9 | ) |
Balance at March 31, 2022 |
| $ | 32.6 |
|
| $ | (19.0 | ) |
| $ | (30.7 | ) |
| $ | (17.1 | ) |
Foreign Currency Translation | Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | ||||||||||
Balance at December 31, 2020 | $ | 49.4 | $ | (45.7 | ) | $ | 3.7 | |||||
Other comprehensive income (loss) before reclassifications | (19.1 | ) | 2.6 | (16.5 | ) | |||||||
Realized loss on amounts reclassified from other comprehensive income (loss), net of tax | — | 0.7 | 0.7 | |||||||||
Net current period other comprehensive income (loss) | (19.1 | ) | 3.3 | (15.8 | ) | |||||||
Balance at March 31, 2021 | $ | 30.3 | $ | (42.4 | ) | $ | (12.1 | ) | ||||
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(in millions):
|
| Three Months Ended |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Costs of product revenue |
| $ | 0.6 |
|
| $ | 0.5 |
|
Selling, general and administrative |
|
| 2.6 |
|
|
| 2.4 |
|
Research and development |
|
| 0.6 |
|
|
| 0.5 |
|
Total stock-based compensation expense |
| $ | 3.8 |
|
| $ | 3.4 |
|
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Costs of product revenue | $ | 0.5 | $ | 0.5 | ||||
Selling, general and administrative | 2.4 | 2.0 | ||||||
Research and development | 0.5 | 0.5 | ||||||
Total stock-based compensation | $ | 3.4 | $ | 3.0 | ||||
In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of $0.4$4.2 million and $0.3$0.4 million in the three months ended March 31, 20212022 and 2020,2021, respectively, related to the 2018 acquisition of Mestrelab Research, S.L. (Mestrelab).
At March 31, 2021,2022, the Company had $23.4 million of unrecognizedexpected to recognize pre-tax stock-based compensation expense relatedof $2.7 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 2.2 years. The Company also expects to employees and directors’ unvestedrecognize additional pre-tax stock-based compensation expense of $25.5 million associated with outstanding restricted stock units and stock options that are expected to be recognizedgranted under the Company's 2016 Incentive Compensation Plan over athe weighted average remaining service period of 2.3 2.2 years.
The components of other charges, net were as follows (dollars in(in millions):
|
| Three Months Ended March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Information technology transformation costs |
| $ | 1.0 |
|
| $ | 0.7 |
|
Professional fees incurred in connection with investigation matters |
|
| 0.4 |
|
|
| 0.1 |
|
Restructuring charges |
|
| 0.3 |
|
|
| 1.3 |
|
Acquisition-related expenses, net |
|
| 5.1 |
|
|
| 0.9 |
|
Long-lived asset impairments |
|
| 0.4 |
|
|
| 0 |
|
Other |
|
| 0.3 |
|
|
| 0 |
|
Other charges, net |
| $ | 7.5 |
|
| $ | 3.0 |
|
21
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Information technology transformation costs | $ | 0.7 | $ | 0.9 | ||||
Professional fees incurred in connection with investigation matters | 0.1 | 3.4 | ||||||
Restructuring charges | 1.3 | 1.5 | ||||||
Acquisition-related charges | 0.9 | (1.1 | ) | |||||
Long-lived asset impairments | — | 1.2 | ||||||
Other | — | 0.3 | ||||||
Other charges, net | $ | 3.0 | $ | 6.2 | ||||
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(in millions):
|
| Three Months Ended March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Cost of revenues |
| $ | 0.1 |
|
| $ | 1.1 |
|
Other charges, net |
|
| 0.3 |
|
|
| 1.3 |
|
Total |
| $ | 0.4 |
|
| $ | 2.4 |
|
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Cost of revenues | $ | 1.1 | $ | 0.8 | ||||
Other charges, net | 1.3 | 1.5 | ||||||
$ | 2.4 | $ | 2.3 | |||||
The following table sets forth the changes in restructuring reserves (dollars in(in millions):
|
| Total |
|
| Severance |
|
| Exit Costs |
|
| Provisions |
| ||||
Balance at December 31, 2021 |
| $ | 6.4 |
|
| $ | 3.5 |
|
| $ | 0.3 |
|
| $ | 2.6 |
|
Restructuring charges |
|
| 0.4 |
|
|
| 0.1 |
|
|
| 0.3 |
|
|
| 0 |
|
Cash payments |
|
| (2.8 | ) |
|
| (2.6 | ) |
|
| (0.2 | ) |
|
| 0.0 |
|
Other, non-cash adjustments and foreign currency effect |
|
| (1.4 | ) |
|
| 0 |
|
|
| 0 |
|
|
| (1.4 | ) |
Balance at March 31, 2022 |
| $ | 2.6 |
|
| $ | 1.0 |
|
| $ | 0.4 |
|
| $ | 1.2 |
|
Total | Severance | Exit Costs | Provisions for Excess Inventory | |||||||||||||
Balance at December 31, 2020 | $ | 9.8 | $ | 7.6 | $ | 0.8 | $ | 1.4 | ||||||||
Restructuring charges | 2.4 | 2.2 | 0.2 | — | ||||||||||||
Cash payments | (5.2 | ) | (4.7 | ) | (0.5 | ) | — | |||||||||
Other, non-cash adjustments and foreign currency effect | (0.1 | ) | — | — | (0.1 | ) | ||||||||||
Balance at March 31, 2021 | $ | 6.9 | $ | 5.1 | $ | 0.5 | $ | 1.3 | ||||||||
In accordance with ASC Topic 450, Contingencies, the Company accrues anticipated costs of settlement, damages or other costs to the extent specific losses are probable and estimable.
Litigation and Related Contingencies
Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company. Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated or a range of loss can be determined. These accruals represent management’s best estimate of probable loss. Disclosure is also provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. The Company believes the outcome of pending proceedings, individually and in the aggregate, will not have a material impact on the Company’s financial statements.
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 patent licensed to Zeiss pertaining to one specific Luxendo product category. Zeiss is seeking injunctive relief, an accounting, indemnification for damages resulting from infringement, and other related remedies. The Company is vigorously defending against this claim.
In addition, the Company is subject to regulation by national, state and local government agencies in the Düsseldorf, Germany, District Court, Micromass UK Limited (Micromass), a subsidiaryUnited States and other countries in which the Company operates. From time to time, the Company is the subject 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. Bruker was later notified that Micromass had expanded its complaint in Düsseldorf to assert another recently granted European patent in Germany. On March 5, 2021, the parties entered into a Patent License Agreement pursuant to which Bruker licensed certain patents from Micromassgovernmental investigations often involving regulatory, marketing and agreed to pay a one-time, upfront
As of March 31, 20212022 and December 31, 2020, no2021, 0 material accruals have been recorded for potential contingencies.
15. Related Parties
On March 15, 2022, Bruker's Board of Directors appointed Dr. Philip Ma to serve on the Board effective as of April 1, 2022. Dr. Ma is the Chief Executive Officer of PrognomiQ, Inc in which the Company has invested $17.0 million. The Company currently recognizes the strategic investment in PrognomiQ as a long-term asset in the unaudited condensed consolidated balance sheets.
22
16. Business Segment Information
The Company has 3 reportable segments, BSI Life Science, BSI NANONano 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(in millions):
|
| Three Months Ended March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Revenue: |
|
|
|
|
|
| ||
BSI Life Science |
| $ | 361.0 |
|
| $ | 351.8 |
|
BSI Nano |
|
| 178.5 |
|
|
| 154.4 |
|
BEST |
|
| 59.7 |
|
|
| 52.4 |
|
Eliminations (a) |
|
| (4.2 | ) |
|
| (3.9 | ) |
Total revenue |
| $ | 595.0 |
|
| $ | 554.7 |
|
Operating income (loss): |
|
|
|
|
|
| ||
BSI Life Science |
| $ | 85.9 |
|
| $ | 88.9 |
|
BSI Nano |
|
| 22.3 |
|
|
| 12.3 |
|
BEST |
|
| 6.6 |
|
|
| 4.1 |
|
Corporate, eliminations and other (b) |
|
| (18.3 | ) |
|
| (16.2 | ) |
Total operating income |
| $ | 96.5 |
|
| $ | 89.1 |
|
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Revenue: | ||||||||
BSI Life Science | $ | 351.8 | $ | 261.4 | ||||
BSI NANO | 154.4 | 120.1 | ||||||
BEST | 52.4 | 46.2 | ||||||
Eliminations (a) | (3.9 | ) | (3.7 | ) | ||||
Total revenue | $ | 554.7 | $ | 424.0 | ||||
Operating Income (loss) | ||||||||
BSI Life Science | $ | 88.9 | $ | 39.5 | ||||
BSI NANO | 12.3 | (8.0 | ) | |||||
BEST | 4.1 | 1.7 | ||||||
Corporate, eliminations and other (b) | (16.2 | ) | (16.8 | ) | ||||
Total operating income | $ | 89.1 | $ | 16.4 | ||||
Total assets by reportable segment are as follows (dollars in(in millions):
|
| March 31, |
|
| December 31, |
| ||
Assets: |
|
|
|
|
|
| ||
BSI Life Science, BSI Nano & Corporate |
| $ | 3,463.0 |
|
| $ | 3,560.5 |
|
BEST |
|
| 94.9 |
|
|
| 97.9 |
|
Eliminations and other (a) |
|
| (7.2 | ) |
|
| (8.4 | ) |
Total assets |
| $ | 3,550.7 |
|
| $ | 3,650.0 |
|
March 31, 2021 | December 31, 2020 | |||||||
Assets: | ||||||||
BSI Life Science, BSI NANO & Corporate | $ | 2,947.8 | $ | 2,964.5 | ||||
BEST | 92.3 | 88.7 | ||||||
Eliminations and other (a) | (5.2 | ) | (4.2 | ) | ||||
Total assets | $ | 3,034.9 | $ | 3,049.0 | ||||
The Company is unable, without unreasonable effort or expense to disclose the amount of total assets by BSI Life Science and BSI NANO SegmentsNano 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.
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on2020.
Statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Quarterly Report on FormForward lookingForward-looking statements include, but are not limited to, statements regarding the impact ofandthe impact of supply chain including our implementation of certain cost cutting measures and their impact,challenges, expectations regarding the global economy and geopolitical tensions, our intentions regarding our intellectual property, the impact of government contracts and government regulation, our working capital requirements and sufficiency of cash, our competition, the seasonality of our business, the sufficiency of our facilities, our employee relations, the impact of legal or intellectual property proceedings, the impact of changes to tax and accounting rules and changes in law, our anticipated tax rate, our expectations regarding cash dividends, share repurchases, interest expense, interest rate swap agreements, expenses and capital expenditures, the impact of foreign currency exchange rates and changes in commodity prices, the impact of our restructuring initiatives, our expectations regarding backlog and revenue and other risk factors discussed herein and from time to time in our other filings with the Securities and Exchange Commission, or SEC. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form20202021 and subsequent filings. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.
Non-GAAP
Although our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP), we believe describing revenue and expenses, excluding the effects of foreign currency, acquisitions and divestitures, as well as certain other charges, net, provides meaningful supplemental information regarding our performance. We rely internally on certain measures that are not calculated according to GAAP. These measures are organic revenue, free cash flow,initiative,initiatives, and other
We define free cash flow as net cash provided by operating activities less additions to property, plant, and equipment. We believe free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividends and repayment of debt. We regularly use these
24
OVERVIEW
We are a developer, manufacturer and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecular and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major technical and manufacturing centers in Europe, Asia and North America and we have sales offices located throughout the world. Bruker is organized into three reportable segments: the BSI Life Science Segmentsegment (comprised of the Bruker BioSpin Group and the Bruker CALID Group), the BSI NANO SegmentNano segment and the Bruker Energy & Supercon Technologies (BEST) Segment.
Revenue for the three months ended March 31, 20212022 increased by $130.7$40.3 million, or 30.8%7.3%, to $554.7$595.0 million, compared to $424.0$554.7 million for the comparable period in 2020.2021. Included in revenue was a decrease of approximately $23.7 million from unfavorable foreign exchange rate movements, offset by an increase of approximately $26.8 million from foreign currency translation and an increase of $3.2$5.8 million from acquisitions. Excluding the unfavorable effects of foreign currency translationexchange rate movements and our recent acquisitions, our organic revenue, a$100.7$58.2 million. Revenue increases were driven by strong demand for our high performance life science tools, scientific instrumentsproducts and diagnostic solutions.
Our gross profit margin increased to 50.2%51.5% during the three months ended March 31, 20212022, as compared to 45.4% for50.2% in the three months ended March 31, 2020. Our operating margin increased to 16.1% forsame period in 2021, the three months ended March 31, 2021 compared to 3.9% during the three months ended March 31, 2020. The increase in gross and operating margin was a result of higher revenue and volume operating leverage and contributions from higher margin products.
Our income tax provision in the three months ended March 31, 2022 and 2021 and 2020 was $27.5$31.9 million and $2.9$27.5 million, respectively, representing effective tax rates of 32.2%33.9% and 21.5%32.2%, respectively. The increase in our effective tax rate was primarily due to the jurisdictional mix andi) the impact of unfavorable discrete items inlegislation that became effective during the period.
Diluted earnings per share for the three months ended March 31, 2021 were $0.37,2022 was $0.41, an increase of $0.30$0.04 compared to $0.07$0.37 per share in the three months ended March 31, 2020.same period in 2021. The increase in net income and earnings per diluted share was primarily driven by higher revenue, gross profit and operating profit in the three months ended March 31, 2022 was primarily driven by favorable revenue mix and operating leverage compared to the same period in 2021.
The following table presents a reconciliation from net cash provided by operating activities, which is the most directly comparable GAAP operating financial measure, to free cash flow as used by management (in millions):
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Net cash provided by operating activities | $ | 98.0 | $ | 35.0 | ||||
Less: purchases of property, plant and equipment | (24.7 | ) | (30.5 | ) | ||||
Free Cash Flow | $ | 73.3 | $ | 4.5 | ||||
|
| Three Months Ended |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Net cash provided by operating activities |
| $ | 77.8 |
|
| $ | 98.0 |
|
Less: purchases of property, plant and equipment |
|
| (19.0 | ) |
|
| (24.7 | ) |
Free cash flow |
| $ | 58.8 |
|
| $ | 73.3 |
|
The following table presents a reconciliationreconciliations from gross profit and gross profit margin, which isare the most directly comparable GAAP operating performance measure,measures, to
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Gross profit | $ | 278.7 | $ | 192.3 | ||||
Restructuring costs | 1.1 | �� | 0.8 | |||||
Purchased intangible amortization | 4.5 | 4.9 | ||||||
Other costs | — | 0.1 | ||||||
Non-GAAP gross profit | $ | 284.3 | $ | 198.1 | ||||
|
| Three Months Ended March 31, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
| ||||||||||
Gross profit |
| $ | 306.3 |
|
|
| 51.5 | % |
| $ | 278.7 |
|
|
| 50.2 | % |
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Restructuring costs |
|
| 0.1 |
|
|
| — |
|
|
| 1.1 |
|
|
| 0.2 | % |
Acquisition-related costs |
|
| 0.2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Purchased intangible amortization |
|
| 4.5 |
|
|
| 0.8 | % |
|
| 4.5 |
|
|
| 0.9 | % |
Other costs |
|
| 2.2 |
|
|
| 0.4 | % |
|
| — |
|
|
| — |
|
Non-GAAP gross profit |
| $ | 313.3 |
|
|
| 52.7 | % |
| $ | 284.3 |
|
|
| 51.3 | % |
Our51.3%52.7% and 46.7%51.3% in the three months ended March 31, 2022 and 2021, and 2020, respectively. Ourmargin increased due to volumemargins in the three months ended March 31, 2022 was driven by favorable revenue mix and operating leverage, and contributions from higher margin products in 2021, aspartially offset by supply chain challenges compared to 2020 which was negatively impacted by theCOVID-19pandemic.
25
The following table presents a reconciliationreconciliations from operating income and operating margin, which isare the most directly comparable GAAP operating performance measure,measures, to
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Operating income | $ | 89.1 | $ | 16.4 | ||||
Restructuring costs | 2.4 | 2.3 | ||||||
Acquisition-related costs | 0.9 | (1.1 | ) | |||||
Purchased intangible amortization | 9.0 | 8.7 | ||||||
Other costs | 0.8 | 5.9 | ||||||
Non-GAAP operating income | $ | 102.2 | $ | 32.2 | ||||
|
| Three Months Ended March 31, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
| ||||||||||
Operating income |
| $ | 96.5 |
|
|
| 16.2 | % |
| $ | 89.1 |
|
|
| 16.1 | % |
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Restructuring costs |
|
| 0.4 |
|
|
| 0.1 | % |
|
| 2.4 |
|
|
| 0.4 | % |
Acquisition-related costs |
|
| 5.3 |
|
|
| 0.9 | % |
|
| 0.9 |
|
|
| 0.2 | % |
Purchased intangible amortization |
|
| 9.3 |
|
|
| 1.6 | % |
|
| 9.0 |
|
|
| 1.6 | % |
Other costs |
|
| 4.3 |
|
|
| 0.7 | % |
|
| 0.8 |
|
|
| 0.1 | % |
Non-GAAP operating income |
| $ | 115.8 |
|
|
| 19.5 | % |
| $ | 102.2 |
|
|
| 18.4 | % |
Our18.4%19.5% and 7.6%18.4% in the three months ended March 31, 20212022 and 2020,2021, respectively. Our2021,2022 due to higher gross margin resulting from differentiated products and operating leverage, partially offset by planned commercial investments, as compared to 2020 due to higher revenue, gross margins and operating leverage in 2021, as compared to 2020 which was negatively impacted by theCOVID-19pandemic.
We can experience
Several of these factors have in the past affected the amount and timing of revenue recognized on sales of our products and receipt of related payments and will likely continue to do so in the future. Accordingly, our operating results in any particular quarter may not necessarily be an indication of any future quarter’s operating performance. Theenvironment andenvironment. Throughout the COVID-19 pandemic, we remainhave been focused on fourand continue to focus on three key priorities: the health and safety of our employees, customers and partners; maintaining business continuity and service levels for our customers; executing prudent temporary cost reductions; and delivering enabling research and diagnostic products to help fight the pandemic, and to support other essential priorities of our society.
Health and safety of our valued employees, customers and partners
In response to the COVID-19 pandemic, we implemented strict social distancing, enhanced cleaning protocols and other preventative measures, such as temperature scanners and company-issued face coverings, in our major facilities.facilities to ensure the health and safety of our valued employees, customers and partners. While many of our office colleagues are workingworked remotely at the height of the pandemic and through subsequent surges, we are placingplaced enhanced focus on our service organization and factory employees for whom work from home iswas not feasible. Where customer sites arewere accessible and open, our field service organizations operateoperated under social distancing protocols with proper face coverings to ensure the safety of customer sites, when our employees needneeded to be on site. ManyConsistent with local government and health organization guidelines, many of our facilities have begunstarted a gradual return to planthe office for employees who have been working remotely during the pandemicremotely. As we continue to gradually return to the office. Employeemonitor developments and make appropriate adjustments, as needed, employee and visitor health and safety will remain our paramount concern.
26
Maintaining business continuity and service levels to our customers
Ensuring our ability to supply our enabling technologies and solutions and maintaining high service levels for our customers is another top priority for Bruker. In late March and during parts of April 2020, several of our manufacturing sites underwent temporary controlled shutdowns or were operating at reduced capacity to implement new safety protocols, comply with local rules, and manage cost and inventory levels. These sites thereafter ramped back up with expanding capacity and productivity levels. However, with any resurgence of the virus or the emergence of additional strains of the virus, particularly any new strains of the virus that are more resistant to existing vaccines, we may again need to consider further temporary controlled shutdowns or reduced capacity measures. In addition, we are continuing capital investments in production facilities for efficiencies and expansion. We continue to manage supply chain risks, more recently associated with the economic recovery from the pandemic likeand geopolitical tensions and, the worldwide shortage of semiconductor chips, components and components.
Delivering enabling research and diagnostic products to help fight the pandemic and to support other essential priorities of our society
Bruker is providing critical technologies and solutions to help combat thecrisis, pandemic, most notably our Microbiology and infectious disease diagnostics portfolio to which we have addedSARS-COV-2PCR tests, and our nuclear magnetic resonance and mass spectrometry systems which are used in critical disease, therapeutic and vaccine research.
TheIn 2020, theCOVID-19pandemic affected productivity at our manufacturing facilities and caused disruptions and delays in certain of our shipments to customers who closed facilities during the pandemic. We continue to monitor the impact of
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to: revenue recognition; stock-based compensation expense; restructuring and other related charges; income taxes, including the recoverability of deferred tax assets; allowances for doubtful accounts; inventory reductions for excess and obsolete inventories; estimated fair values of long-lived assets used to measure the recoverability of long-lived assets; intangible assets and goodwill; expected future cash flows used to measure the recoverability of intangible assets and long-lived assets; warranty costs; derivative financial instruments; and contingent liabilities. We base our estimates and judgments on our historical experience, current market and economic conditions, industry trends, and other assumptions that we believe are reasonable and form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
We believe the following critical accounting policies and estimates to be both those most important to the portrayal of our financial position and results of operations and those that require the most estimation and subjective judgment.
For a further discussion of our critical accounting policies, please refer to our Annual Report on Form2020.
27
RESULTS OF OPERATIONS
Three Months Ended March 31, 20212022 compared to the Three Months Ended March 31, 2020
Consolidated Results
The following table presents our results (dollars in millions, except per share data)(in millions):
Three Months Ended March 31, | ||||||||||||||||
2021 | 2020 | Dollar Change | Percentage Change | |||||||||||||
Product revenue | $ | 458.6 | $ | 345.0 | $ | 113.6 | 32.9 | % | ||||||||
Service revenue | 94.1 | 78.2 | 15.9 | 20.3 | % | |||||||||||
Other revenue | 2.0 | 0.8 | 1.2 | 150.0 | % | |||||||||||
Total revenue | 554.7 | 424.0 | 130.7 | 30.8 | % | |||||||||||
Cost of product revenue | 220.9 | 180.5 | 40.4 | 22.4 | % | |||||||||||
Cost of service revenue | 54.8 | 51.1 | 3.7 | 7.2 | % | |||||||||||
Cost of other revenue | 0.3 | 0.1 | 0.2 | 200.0 | % | |||||||||||
Total cost of revenue | 276.0 | 231.7 | 44.3 | 19.1 | % | |||||||||||
Gross profit | 278.7 | 192.3 | 86.4 | 44.9 | % | |||||||||||
Operating expenses: | ||||||||||||||||
Selling, general and administrative | 131.8 | 121.2 | 10.6 | 8.7 | % | |||||||||||
Research and development | 54.8 | 48.5 | 6.3 | 13.0 | % | |||||||||||
Other charges, net | 3.0 | 6.2 | (3.2 | ) | (51.6 | )% | ||||||||||
Total operating expenses | 189.6 | 175.9 | 13.7 | 7.8 | % | |||||||||||
Operating income | 89.1 | 16.4 | 72.7 | 443.3 | % | |||||||||||
Interest and other income (expense), net | (3.8 | ) | (2.9 | ) | (0.9 | ) | 31.0 | % | ||||||||
Income before income taxes and noncontrolling interest in consolidated subsidiaries | 85.3 | 13.5 | 71.8 | 531.9 | % | |||||||||||
Income tax provision | 27.5 | 2.9 | 24.6 | 848.3 | % | |||||||||||
Consolidated net income | 57.8 | 10.6 | 47.2 | 445.3 | % | |||||||||||
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries | 1.1 | 0.1 | 1.0 | 1,000.0 | % | |||||||||||
Net income attributable to Bruker Corporation | $ | 56.7 | $ | 10.5 | $ | 46.2 | 440.0 | % | ||||||||
Net income per common share attributable to Bruker Corporation shareholders: | ||||||||||||||||
Basic | $ | 0.37 | $ | 0.07 | $ | 0.30 | 428.6 | % | ||||||||
Diluted | $ | 0.37 | $ | 0.07 | $ | 0.30 | 428.6 | % | ||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 151.8 | 154.2 | ||||||||||||||
Diluted | 153.2 | 155.4 |
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| 2022 |
|
| 2021 |
|
| Dollar |
|
| Percentage |
| ||||
Product revenue |
| $ | 490.4 |
|
| $ | 458.6 |
|
| $ | 31.8 |
|
|
| 6.9 | % |
Service revenue |
|
| 103.2 |
|
|
| 94.1 |
|
|
| 9.1 |
|
|
| 9.7 | % |
Other revenue |
|
| 1.4 |
|
|
| 2.0 |
|
|
| (0.6 | ) |
|
| (30.0 | )% |
Total revenue |
|
| 595.0 |
|
|
| 554.7 |
|
|
| 40.3 |
|
|
| 7.3 | % |
Cost of product revenue |
|
| 229.0 |
|
|
| 220.9 |
|
|
| 8.1 |
|
|
| 3.7 | % |
Cost of service revenue |
|
| 59.6 |
|
|
| 54.8 |
|
|
| 4.8 |
|
|
| 8.8 | % |
Cost of other revenue |
|
| 0.1 |
|
|
| 0.3 |
|
|
| (0.2 | ) |
|
| (66.7 | )% |
Total cost of revenue |
|
| 288.7 |
|
|
| 276.0 |
|
|
| 12.7 |
|
|
| 4.6 | % |
Gross profit |
|
| 306.3 |
|
|
| 278.7 |
|
|
| 27.6 |
|
|
| 9.9 | % |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Selling, general and administrative |
|
| 145.7 |
|
|
| 131.8 |
|
|
| 13.9 |
|
|
| 10.5 | % |
Research and development |
|
| 56.6 |
|
|
| 54.8 |
|
|
| 1.8 |
|
|
| 3.3 | % |
Other charges, net |
|
| 7.5 |
|
|
| 3.0 |
|
|
| 4.5 |
|
|
| 150.0 | % |
Total operating expenses |
|
| 209.8 |
|
|
| 189.6 |
|
|
| 20.2 |
|
|
| 10.7 | % |
Operating income |
|
| 96.5 |
|
|
| 89.1 |
|
|
| 7.4 |
|
|
| 8.3 | % |
Interest and other income (expense), net |
|
| (2.5 | ) |
|
| (3.8 | ) |
|
| 1.3 |
|
|
| (34.2 | )% |
Income before income taxes and noncontrolling interest in |
|
| 94.0 |
|
|
| 85.3 |
|
|
| 8.7 |
|
|
| 10.2 | % |
Income tax provision |
|
| 31.9 |
|
|
| 27.5 |
|
|
| 4.4 |
|
|
| 16.0 | % |
Consolidated net income |
|
| 62.1 |
|
|
| 57.8 |
|
|
| 4.3 |
|
|
| 7.4 | % |
Net income attributable to noncontrolling interests in |
|
| 0.5 |
|
|
| 1.1 |
|
|
| (0.6 | ) |
|
| (54.5 | )% |
Net income attributable to Bruker Corporation |
| $ | 61.6 |
|
| $ | 56.7 |
|
| $ | 4.9 |
|
|
| 8.6 | % |
Revenue
Revenue increases were driven by strong demand for our high performance life science tools, scientificdifferentiated instruments and diagnostic solutions.
Gross Profit
The increase in gross profit in the three months ended March 31, 2021,2022, as compared to the same period in 2020,2021, was a result of higher revenue and volume operating leverage and contributions from higherdifferentiated instruments and solutions, partially offset by inflationary margin products.
Selling, General and Administrative
Our selling, general and administrative expenses for the three months ended March 31, 2021 decreased2022 increased to 23.8%24.5% of total revenue, from 28.6%23.8% of total revenue for the comparable period in 2020.2021. The increase as a percentage of revenue was a result of the timing of certain sales and marketing investments, driven by higher freight, logistics and commission costs.
Research and Development
Our research and development expenses for the three months ended March 31, 2022 decreased to 9.5% of total revenue from 9.9% of total revenue for the comparable period in 2021. The decrease as a percentage of revenue was a result of the increase in revenue period over period.
28
Other Charges, Net
Other charges, net recorded for the three months ended March 31, 2021 decreased to 9.9%2022 consisted of total revenue from 11.4%$5.1 million of total revenue for the comparable period in 2020. The decrease as a percentage of revenue was a result of the increase in revenue period over period.
Other charges, net was $6.2 million for the three months ended March 31, 2020. The charges2021 consisted primarily of $3.4$1.3 million of restructuring costs, $0.9 million of acquisition-related charges related to acquisitions completed in 2021 and 2020, $0.7 million of costs associated with our global IT transformation initiative and $0.1 million of professional fees incurred in connection with investigation matters, $1.5 million of restructuring costs related to closing facilities and implementing outsourcing and other restructuring initiatives, $1.2 million related to long-lived asset impairments, $0.9 million of costs associated with our global information technology transformation initiative and a benefit of $1.1 million of acquisition-related charges related to acquisitions completed in 2020 and 2019.
Operating Income
The increase in operating income was due to higher revenuegross margin resulting from differentiated products and gross profitoperating leverage, partially offset by inflationary margin challenges in 2022, as compared to 2021.
Interest and Other Income (Expense), Net
The decline in net interest and other income (expense) in the three months ended March 31, 2021 as our business and end markets began to rebound,2022, as compared to the same period in 2020 which2021 was negatively impacted by theCOVID-19pandemic and related economic slowdown.
Income Tax Provision
The 2022 and 2021 and 2020 effective tax rates were estimated using projected annual
The incomeeffective tax provisionrates for the three months ended March 31, 2022 and 2021 were 33.9% and 2020 was $27.5 million and $2.9 million, respectively, representing effective tax rates of 32.2% and 21.5%, respectively. The increase in our effective tax rate was primarily due to the jurisdictional mix andi) the impact of unfavorable discrete items inlegislation that became effective during the period.
Net Income (Loss) Attributable to Noncontrolling Interests
The net income (loss) attributable to noncontrolling interests represented the minority shareholders’ proportionate share of the net income recorded by our majority-owned subsidiaries.
29
Reportable Segment Results
The following table presents revenue, change in revenue and revenue growth by reportable segment (dollars in(in millions):
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| 2022 |
|
| 2021 |
|
| Dollar |
|
| Percentage |
| ||||
BSI Life Science |
| $ | 361.0 |
|
| $ | 351.8 |
|
| $ | 9.2 |
|
|
| 2.6 | % |
BSI Nano |
|
| 178.5 |
|
|
| 154.4 |
|
|
| 24.1 |
|
|
| 15.6 | % |
BEST |
|
| 59.7 |
|
|
| 52.4 |
|
|
| 7.3 |
|
|
| 13.9 | % |
Eliminations (a) |
|
| (4.2 | ) |
|
| (3.9 | ) |
|
| (0.3 | ) |
|
|
| |
Total revenue |
| $ | 595.0 |
|
| $ | 554.7 |
|
| $ | 40.3 |
|
|
| 7.3 | % |
Three Months Ended March 31, | Percentage | |||||||||||||||
2021 | 2020 | Dollar Change | Change | |||||||||||||
BSI Life Science | $ | 351.8 | $ | 261.4 | $ | 90.4 | 34.6 | % | ||||||||
BSI NANO | 154.4 | 120.1 | 34.3 | 28.6 | % | |||||||||||
BEST | 52.4 | 46.2 | 6.2 | 13.4 | % | |||||||||||
Eliminations (a) | (3.9 | ) | (3.7 | ) | (0.2 | ) | ||||||||||
$ | 554.7 | $ | 424.0 | $ | 130.7 | 30.8 | % | |||||||||
For financial reporting purposes, we aggregate the Bruker BioSpin Group and Bruker CALID Group as the BSI Life Science Segment.segment. This aggregation reflects the similar economic characteristics, production processes, customer services provided, types and classes of customers, methods of distribution and regulatory environments.
The increase in revenue for the BSI Life Science Segmentsegment in the three months ended March 31, 20212022 was due to strong demand, for mass spectrometry, infraredbusiness and Raman products, aend market recovery, and was led by growth in customer demandPreclinical Imaging (PCI) and deliveries for Nuclear Magnetic Resonance (NMR) systemsMicrobiology and included customer acceptance of two GHz-class NMR systems.Diagnostic solutions. The increase in revenue for the BSI NANONano segment was driven by a recovery in industrial research and academic market demand and continued strong demand from semiconductor and microelectronics customers. The increase in revenue for the BEST segment revenue was higher resultingresulted from certain project completionsdemand from superconductors for healthcare MRI in the three months ended March 31, 2021.
Operating Income
The following table presents operating income and operating margins on revenue by reportable segment (dollars in(in millions):
|
| Three Months Ended March 31, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
| ||||||||||
|
| Operating |
|
| Percentage of |
|
| Operating |
|
| Percentage of |
| ||||
BSI Life Science |
| $ | 85.9 |
|
|
| 23.8 | % |
| $ | 88.9 |
|
|
| 25.3 | % |
BSI Nano |
|
| 22.3 |
|
|
| 12.5 | % |
|
| 12.3 |
|
|
| 8.0 | % |
BEST |
|
| 6.6 |
|
|
| 11.1 | % |
|
| 4.1 |
|
|
| 7.8 | % |
Corporate, eliminations and other (a) |
|
| (18.3 | ) |
|
|
|
|
| (16.2 | ) |
|
|
| ||
Total operating income |
| $ | 96.5 |
|
|
| 16.2 | % |
| $ | 89.1 |
|
|
| 16.1 | % |
Three Months Ended March 31, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
Percentage of | Percentage of | |||||||||||||||
Operating | Segment | Operating | Segment | |||||||||||||
Income | Revenue | Income | Revenue | |||||||||||||
BSI Life Science | $ | 88.9 | 25.3 | % | $ | 39.5 | 15.1 | % | ||||||||
BSI NANO | 12.3 | 8.0 | % | (8.0 | ) | (6.7 | %) | |||||||||
BEST | 4.1 | 7.8 | % | 1.7 | 3.7 | % | ||||||||||
Corporate, eliminations and other (a) | (16.2 | ) | (16.8 | ) | ||||||||||||
Total operating income | $ | 89.1 | 16.1 | % | $ | 16.4 | 3.9 | % | ||||||||
The operating margin increases in the BSI Life Science and BSI NANO Segments resultedNano segments was primarily due to higher gross margin resulting from higher revenue, volumedifferentiated products and operating leverage, and contributions from higher margin products.partially offset by planned commercial investments. The operating margin increase in the BEST segment resulted from higher revenue and favorable mix.
LIQUIDITY AND CAPITAL RESOURCES
We anticipate that our existing cash and credit facilities will be sufficient to support our operating and investing needs for at least the next twelve months. Our future cash requirements could be affected by acquisitions that we may complete, repurchasespurchases of our common stock or the payment of dividends in the future. Historically, we have financed our growth and liquidity needs through cash flow generation from operations and a combination of debt financings and issuances of common stock. In the future, there are no assurances that we will continue to generate cash flow from operations or that additional financing alternatives will be available to us, if required, or if available, will be obtained on terms favorable to us.
Cash, cash equivalents and short-term investments at March 31, 20212022 and December 31, 20202021 totaled $746.8$916.1 million and $731.8$1,168.2 million, respectively, of which $570.0$607.5 million and $514.9$646.9 million, respectively, related to cash, cash equivalents and short-term investments held outside of the U.S. in our foreign subsidiaries, most significantly in the Netherlands, Switzerland and Hong Kong.
30
The following table presents our cash flows from operating activities, investing activities and financing activities for the periods presented (in millions):
Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Net cash provided by operating activities | $ | 98.0 | $ | 35.0 | ||||
Net cash used in investing activities | (24.0 | ) | (100.6 | ) | ||||
Net cash (used in) provided by financing activities | (38.1 | ) | 191.3 | |||||
Effect of exchange rates on cash and cash equivalents | (21.0 | ) | (8.7 | ) | ||||
Total increase (decrease) in cash and cash equivalents | $ | 14.9 | $ | 117.0 | ||||
|
| Three Months Ended March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Net cash provided by operating activities |
| $ | 77.8 |
|
| $ | 98.0 |
|
Net cash used in investing activities |
|
| (101.8 | ) |
|
| (24.0 | ) |
Net cash used in financing activities |
|
| (217.4 | ) |
|
| (38.1 | ) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
| (10.7 | ) |
|
| (21.0 | ) |
Net change in cash, cash equivalents and restricted cash |
| $ | (252.1 | ) |
| $ | 14.9 |
|
Cash provided by operating activities during the first quarter of 2021three months ended March 31, 2022 resulted primarily from consolidated net income adjusted for
Cash used in investing activities during the three months ended March 31, 2020, net cash provided by operating activities2022 resulted primarily from consolidated net income adjusted fornon-cashitemsacquisitions of $45.7$83.8 million, partiallypurchases of property, plant and equipment of $19.0 million, and strategic investments of $12.0 million, offset by a change$12.7 million of net proceeds from sales of property, plant and equipment. Cash used in operating assets and liabilities, net of acquisitions and divestitures of $10.7 million.
Net cash used in investingfinancing activities during the three months ended March 31, 20202022 was primarily attributed tofrom cash paid for purchases of short-term investmentscommon stock under our repurchase program of $50.0$105.6 million, purchasesrepayment of property, plant and equipmentour 2012 Note Purchase Agreement of $30.5$105.0 million and acquisitions$7.5 million for the payment of $22.0 million.
Share Repurchase Program
In May 2019, our Board of Directors approved our share repurchase program (the “Repurchase“2019 Repurchase Program”) under which repurchases of common stock in the amount of up to $300.0 million were authorized to occur from time to time, in amounts, at prices, and at such times as we deem appropriate, subject to market conditions, legal requirements and other considerations. During the three months ended March 31, 2021, we purchased 530,729 shares of common stock with an aggregate cost of approximately $32.8 million under the 2019 Repurchase Program. There were no purchases under the Repurchase Program in the three months ended March 31, 2020. At March 31, 2021, $1.7 million remained for future purchase under the share repurchase plan. We completed the 2019 Repurchase Program in April 2021, after reaching the maximum cumulative spend. The
In May 2021, our Board of Directors approved a share repurchase program (the “2021 Repurchase Program would have expiredProgram”) authorizing the purchase of up to $500.0 million of our common stock over a two-year period from time to time, in amounts, at prices, and at such times as we deem appropriate, subject to market conditions, legal requirements and other considerations. During the three months ended March 31, 2022, we purchased 1,603,055 shares of common stock with an aggregate cost of approximately $105.6 million under the 2021 Repurchase Program. At March 31, 2022, $275.5 million remained for future purchase under the 2021 Repurchase Program. We intend to fund any additional repurchases from cash on May 13, 2021.hand, future cash flows from operations and available borrowings under our revolving credit facility. The purchased shares are reflected within Treasury stock in the accompanying unaudited condensed consolidated balance sheet at March sheets.
31 2021.
Credit Facilities
On December 31, 20207, 2021, we entered into a note purchase agreement to issue and sell CHF 300 million aggregate principal amount of 0.88% series A senior notes and EUR 150 million aggregate principal amount of 1.03% series B senior notes due December 8, 2031. We designated our CHF 300 million series A senior notes as a hedge in accordance with the tax reform legislation signed by the presidentour net investment in our Swiss Franc denominated net assets. We designated our EUR 150 million series B senior notes as a hedge in our net investment in our EUR denominated net assets. Proceeds of the United States on December 22, 2017, or the 2017 Tax Act, we recorded state and foreign withholding taxes, as well as subsequent foreign currency translations on these withholding taxes as they are an obligation of the parent company, on the cash and liquid assets portion of the unremitted earnings and profits (E&P) of foreign subsidiaries expected tonotes will be repatriated from our foreign subsidiaries to the United States. We continue to be indefinitely reinvested in the amount of $435.6 million ofnon-cashE&P that is subject to the 2017 Tax Act deemed repatriation. If this E&P is ultimately distributed to the United States in the form of dividends or otherwise we would likely be subject to additional withholding tax. We will continue to evaluate our assertions on the cumulative historical outside basis differences in our foreign subsidiaries as of December 31, 2020. The amount of unrecognized deferred withholding taxes on the undistributed E&P was $62.9 million at December 31, 2020.
On December 11, 2019, we entered into (1) a new revolving credit agreement to establish a new revolving credit facility in the aggregate principal amount of $600 million; (2) a term loan agreement to establish a new term loan facility in the aggregate principal amount of $300 million; and (3) a note purchase agreement to issue and sell CHF 297 million aggregate principal amount of 1.01% senior notes due December 11, 2029. Floating interest rates under the term loan were simultaneously fixed through cross-currency and interest rate swap agreements into Euro ($150 million) and Swiss Franc ($150 million) rates carrying average effective interest rates of 0.94% and hedge our net investment in our Euro and Swiss Franc denominated net assets. The new revolving credit agreement replaced our $500 million five-year revolving credit agreement established on October 27, 2015, that was terminated on December 11, 2019.
In addition, we designated our CHF 297 million senior notes as a hedge in our net investment in our Swiss Franc denominated net assets. Proceeds from this financing were used to repay the outstanding borrowings under our prior 2015 revolving credit facility and we intend to use the remaining proceeds for general corporate purposes and to support corporate strategic objectives. During December 2019, we entered into U.S. Dollar to Euro cross-currency swaps on our existing 2012 private placement notes of $105 million of 4.31% Series 2012A Senior Notes, Tranche C, duerepaid in January 18, 2022, and the existing $100 million of 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024, resulting in an average effective interest rate of 2.25% on these instruments. The cross-currency swaps hedge our net investment in our Euro denominated net assets.
As of March 31, 2022, we have several cross-currency and interest rate swap agreements with a notional value of $149.3 million of U.S. to Swiss Franc and a notional value of $249.3 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. As a result of entering into these interest rate and cross currency swap agreements, we reduced ourthe Company lowered net interest expense by $1.1 million and $1.4 million during the three months ended March 31, 2021.2022 and 2021, respectively. We anticipate these swap agreements will lower net interest expense in future years.
We had the following debt outstanding (dollars in(in millions):
March 31, 2021 | December 31, 2020 | |||||||
US Dollar notes under the 2012 Note Purchase Agreement | $ | 205.0 | $ | 205.0 | ||||
CHF notes (in dollars) under the 2019 Note Purchase Agreement | 314.8 | 335.5 | ||||||
US Dollar notes under the 2019 Term Loan | 300.0 | 300.0 | ||||||
Unamortized debt issuance costs | (2.3 | ) | (2.4 | ) | ||||
Capital lease obligations and other loans | 6.7 | 6.4 | ||||||
Total debt | 824.2 | 844.5 | ||||||
Current portion of long-term debt | (108.4 | ) | (2.2 | ) | ||||
Total long-term debt, less current portion | $ | 715.8 | $ | 842.3 | ||||
|
| March 31, |
|
| December 31, |
| ||
EUR notes (in U.S. dollars) under the 2021 Note Purchase Agreement |
| $ | 166.3 |
|
| $ | 170.7 |
|
CHF notes (in U.S. dollars) under the 2021 Note Purchase Agreement |
|
| 325.4 |
|
|
| 329.2 |
|
CHF notes (in U.S. dollars) under the 2019 Note Purchase Agreement |
|
| 322.2 |
|
|
| 325.9 |
|
U.S. Dollar notes under the 2019 Term Loan |
|
| 298.5 |
|
|
| 299.2 |
|
U.S. Dollar notes under the 2012 Note Purchase Agreement |
|
| 100.0 |
|
|
| 205.0 |
|
Unamortized debt issuance costs |
|
| (1.9 | ) |
|
| (2.0 | ) |
Other loans |
|
| 1.8 |
|
|
| 1.9 |
|
Total notes and loans outstanding |
|
| 1,212.3 |
|
|
| 1,329.9 |
|
Finance lease obligations |
|
| 4.1 |
|
|
| 4.3 |
|
Total debt |
|
| 1,216.4 |
|
|
| 1,334.2 |
|
Current portion of long-term debt |
|
| (11.0 | ) |
|
| (112.4 | ) |
Total long-term debt, less current portion |
| $ | 1,205.4 |
|
| $ | 1,221.8 |
|
As of March 31, 2021, there are no material changes to our contractual obligations from those disclosed in our Annual Report on Form10-Kfor the fiscal year ended December 31, 2020.
The following is a summary of the maximum commitments and the net amounts available to us under the 2019 Credit Agreement and other banking 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 with interest payable monthly, at March 31, 2021 (dollars in2022 (in millions):
Weighted Average Interest Rate | Total Amount Committed by Lenders | Outstanding Borrowings | Outstanding Letters of Credit | Total Committed Amounts Available | ||||||||||||||||
2019 Credit Agreement | 1.3 | % | $ | 600.0 | $ | — | $ | 0.2 | $ | 599.8 | ||||||||||
Bank guarantees and working capital line | 0.0 | % | 120.2 | — | 120.2 | — | ||||||||||||||
Total revolving lines of credit | $ | 720.2 | $ | — | $ | 120.4 | $ | 599.8 | ||||||||||||
|
| Weighted |
|
| Total Amount |
|
| Outstanding |
|
| Outstanding |
|
| Total |
| |||||
2019 Credit Agreement |
|
| 1.3 | % |
| $ | 600.0 |
|
| $ | — |
|
| $ | 0.1 |
|
| $ | 599.9 |
|
Bank guarantees and working capital line |
| varies |
|
|
| 110.3 |
|
|
| — |
|
|
| 110.3 |
|
|
| — |
| |
Total revolving lines of credit |
|
|
|
| $ | 710.3 |
|
| $ | — |
|
| $ | 110.4 |
|
| $ | 599.9 |
|
32
As of March 31, 2021,2022, wewere in compliance with the financial covenants of these debt agreements.
RECENT ACCOUNTING PRONOUNCEMENTS
Information regarding recent accounting standard changes and developments is incorporated by reference from Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this document and should be considered an integral part of this Item 2. See Note 2 in the Notes to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form
33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are potentially exposed to market risks associated with changes in foreign currency translation rates, interest rates and commodity prices. We selectively use financial instruments to reduce these risks. All transactions related to risk management techniques are authorized and executed pursuant to our policies and procedures. Analytical techniques used to manage and monitor foreign currency translation and interest rate risk include market valuations and sensitivity analyses.
Foreign Currency Risk
We generate a substantial portion of our revenues in international markets, principally Germany and other countries in the European Union, Switzerland and Japan, which exposes our operations to the risk of exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. Our costs related to sales in foreign currencies are largely denominated in the same respective currencies, reducing our transaction risk exposure. However, for foreign currency denominated sales in certain regions, such as Japan, where we do not incur significant costs denominated in Japanese Yen, we are more exposed to the impact of foreign currency fluctuations.
For sales not denominated in U.S. dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases, if we price our products in the foreign currency, we will receive less in U.S. dollars than we would have received before the rate increase went into effect. If we price our products in U.S. dollars and competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our prices not being competitive in a market where business is transacted in the local currency. For example, if the U.S. dollar strengthened against the Japanese Yen, our Japanese-based competitors would have a greater pricing advantage over us.
Changes in foreign currency translation rates increased our revenue by 6.2% and decreased our revenue by 1.2%4.2% and increased our revenue 6.2% for the three months ended March 31, 2022 and 2021, and 2020, respectively.
Assets and liabilities of our foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. dollars using20212022 and 2020,2021, we recorded net lossesgains (losses) from currency translation adjustments of $19.5$(9.4) million and $13.0$(19.5) million, respectively. Gains and losses resulting from foreign currency transactions are reported in interest and other income (expense), net in the unaudited condensed consolidated statements of income and comprehensive income.
We periodically enter into foreignforward currency contracts in order to minimize the volatility that fluctuations in currency translation have on our monetary transactions. Under these arrangements, we typically agree 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 unaudited condensed consolidated statements of income and comprehensive income.
As of March 31, 2021,2022, we have several cross-currency and interest rate swap agreements with a notional value of $150.0$149.3 million of U.S. Dollardollar to Swiss Franc and a notional value of $355.0$249.3 million of U.S. dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. Under the GAAP hedge accounting guidance, changes in fair value of the derivative that relates to changes in the foreign currency spot rate are recorded in the currency translation adjustment in comprehensive income (loss) and remain in accumulated comprehensive income (loss) in shareholders’ equity until the sale or substantial liquidation of the foreign operation. The difference betweenFor the interest rate receivedthree months ended March 31, 2022 and paid under2021, we recorded net gains from the interest rate cross-currency swap derivativechanges in fair value of the derivatives of $12.1 million and net losses of $27.7 million, respectively.
On December 7, 2021, we entered into a note purchase agreement, referred to as the 2021 Note Purchase Agreement, with a group of institutional accredited investors. Pursuant to the 2021 Note Purchase Agreement, we issued and sold CHF 300 million aggregate principal amount of 0.88% series A senior notes and EUR 150 million aggregate principal amount of 1.03% series B senior notes due December 8, 2031. We designated our CHF 300 million series A senior notes as a hedge in our net investment in our Swiss Franc denominated net assets. We designated our EUR 150 million series B senior notes as a hedge in our net investment in our Euro denominated net assets. Accordingly, the change in fair value of the 2021 Note Purchase Agreement is recorded in interestother comprehensive income within derivatives designated as hedging instruments, net of tax.
34
On December 11, 2019, we entered into a note purchase agreement, referred to as the 2019 Note Purchase Agreement, with a group of institutional accredited investors. Pursuant to the 2019 Note Purchase Agreement, we issued and sold CHF 297 million aggregate principal amount of 1.01% senior notes due December 11, 2029. We designated our CHF 297 million senior notes as a hedge in our net investment in our Swiss Franc denominated net assets. Accordingly, the unaudited condensed consolidated statementschange in fair value of the 2019 Note Purchase Agreement is recorded in other comprehensive income within derivatives designated as hedging instruments, net of tax.
For the three months ended March 31, 2022 and comprehensive income.
From time to time, we have entered into forward currencyexchange contracts designed to minimize the volatility that fluctuations in foreign currency have on our cash flows related to purchases and sales denominated in foreign currencies. Under these arrangements, we agree 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 typically with maturities of less than twelve months with some agreements extending to longer periods. These transactions are recorded at fair value with the corresponding gains and losses recorded in interest and other income (expense), net in the unaudited condensed consolidated statements of income and comprehensive income. At March 31, 20212022 and December 31, 2020,2021, we had forward currencyforeign exchange contracts with notional amounts aggregating $131.3$116.2 million and $278.3$180.7 million, respectively. We will continue to evaluate our currency risks and in the future may utilize foreign currency contracts more frequently.
Interest Rate Risk
We regularly invest excess cash in short-term investments that are subject to changes in interest rates. We believe that the market risk arising from holding these financial instruments is minimal because of our policy of investing in short-term financial instruments issued by highly rated financial institutions.
Our exposure related to adverse movements in interest rates is derived primarily from outstanding floating rate debt instruments that are indexed to short-term market rates. We currently have a higher level of fixed rate debt than variable rate debt, which limits the exposure to adverse movements in interest rates.
Commodity Price Risk
We are exposed to certain commodity risks associated with prices for various raw materials. The prices of copper and certain other raw materials, particularly20212022 and December 31, 2020,2021, we had fixed price commodity contracts with notional amounts aggregating $5.8$7.2 million and $8.8$5.5 million, respectively. The fair value of the fixed price commodity contracts at March 31, 20212022 and December 31, 20202021 was $3.8$0.7 million and $3.1$0.4 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. We will continue to evaluate our commodity risks and may utilize commodity forward purchase contracts more frequently in the future.
Inflation Risk
Inflation did not believe inflation hadhave a material impact on our business or operating results during anyfor several years. In 2021, supply chain volatility increased the prices in our materials, which have increased our cost of the periods presented.
35
ITEM 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures (as defined in Rules2021.2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2021.
Management concluded that the unaudited condensed consolidated financial statements contained in this Quarterly Report on Formpresent,state, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended March 31, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
36
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in lawsuits, claims, and proceedings, including, but not limited to, patent and commercial matters, which arise in the ordinary course of business. There are no such matters pending that we currently believe are reasonably likely to have a material impact on our business or to our condensed consolidated 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 patent licensed to Zeiss pertaining to one specific Luxendo product category. Zeiss is seeking injunctive relief, an accounting, indemnification for damages resulting from infringement, and other, related remedies. We are vigorously defending against this claim.
In addition, we are subject to regulation by national, state and local government agencies in the United States and other countries in which we operate. From time to time, we are 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 our financial position, results of operations and/or liquidity.
ITEM IA. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form2020,2021, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about purchases made by or on behalf of the Company or any “affiliated"affiliated purchaser,”" as defined in Rule1, 202131, 2022 of shares of our common stock.
Period |
| Total Number of Shares Purchased (1) |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
| Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Program (2) |
| ||||
January 1 - January 31, 2022 |
|
| — |
|
| $ | — |
|
|
| — |
|
| $ | 365,595,079 |
|
February 1 - February 28, 2022 |
|
| 224,450 |
|
| $ | 69.20 |
|
|
| 224,450 |
|
| $ | 365,595,079 |
|
March 1 - March 31, 2022 |
|
| 1,378,605 |
|
| $ | 65.32 |
|
|
| 1,378,605 |
|
| $ | 275,538,707 |
|
|
|
| 1,603,055 |
|
| $ | 65.87 |
|
|
| 1,603,055 |
|
| $ | 275,538,707 |
|
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||
January 1 - January 31, 2021 | 85,773 | $ | 58.29 | 85,773 | $ | 29,453,135 | ||||||||||
February 1 - February 28, 2021 | 390,783 | $ | 62.55 | 390,783 | $ | 5,009,816 | ||||||||||
March 1 - March 31, 2021 | 54,173 | $ | 59.76 | 54,173 | $ | 1,691,717 | ||||||||||
530,729 | $ | 61.73 | 530,729 | $ | 1,691,717 | |||||||||||
37
ITEM 6. EXHIBITS
Exhibit No. | Description | |
31.1* | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | ||
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | The cover page from the Company’s Quarterly Report on Form |
* Filed or furnished herewith.
38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2022 | BRUKER CORPORATION | ||||||
By: | /s/ FRANK H. LAUKIEN, PH.D. | ||||||
Frank H. Laukien, Ph.D. | |||||||
President, Chief Executive Officer and Chairman | |||||||
(Principal Executive Officer) | |||||||
Date: May | By: | /s/ GERALD N. HERMAN | |||||
Gerald N. Herman | |||||||
Executive Vice President and Chief Financial Officer | |||||||
(Principal Financial Officer and Principal Accounting Officer) |
39