UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 |
For the quarterly period ended June 30, 2019
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 |
For the transition period from to
Commission File Number 000-30833
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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04-3110160 |
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(State or other jurisdiction of
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(I.R.S. Employer
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40 Manning Road, Billerica, MA 01821
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (978) 663-3660
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbols(s) |
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Name of each exchange on which registered |
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Common Stock |
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BRKR |
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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 S-T (§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 non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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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 12b-2 of the Act). Yes ☐ No ⌧
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding at August 2, 2019 |
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Common Stock, $0.01 par value per share |
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154,665,870 shares |
BRUKER CORPORATION
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2019
Index
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Page |
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1 |
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1 |
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Unaudited Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 |
1 |
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2 |
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3 |
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5 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
6 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
29 |
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44 |
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46 |
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46 |
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46 |
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46 |
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47 |
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47 |
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48 |
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PART I |
FINANCIAL INFORMATION |
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ITEM 1. |
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
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June 30, |
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December 31, |
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2019 |
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2018 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
282.5 |
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$ |
322.4 |
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Short-term investments |
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6.3 |
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— |
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Accounts receivable, net |
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348.0 |
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357.2 |
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Inventories |
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594.6 |
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509.6 |
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Other current assets |
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175.0 |
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115.1 |
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Total current assets |
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1,406.4 |
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1,304.3 |
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Property, plant and equipment, net |
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281.9 |
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270.6 |
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Goodwill |
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284.7 |
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275.7 |
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Operating lease assets |
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74.5 |
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— |
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Intangibles, net and other long-term assets |
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302.2 |
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278.0 |
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Total assets |
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$ |
2,349.7 |
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$ |
2,128.6 |
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LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
0.3 |
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$ |
18.5 |
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Accounts payable |
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123.7 |
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104.5 |
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Customer advances |
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137.9 |
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124.4 |
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Other current liabilities |
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379.1 |
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351.9 |
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Total current liabilities |
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641.0 |
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599.3 |
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Long-term debt |
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493.9 |
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322.6 |
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Operating lease liabilities |
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55.4 |
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— |
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Other long-term liabilities |
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267.3 |
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279.0 |
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Commitments and contingencies (Note 13) |
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Redeemable noncontrolling interest |
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22.0 |
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22.6 |
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Shareholders' equity: |
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Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding |
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— |
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— |
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Common stock, $0.01 par value 260,000,000 shares authorized, 172,984,419 and 172,634,220 shares issued and 154,661,991 and 156,609,340 shares outstanding at June 30, 2019 and December 31, 2018, respectively |
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1.7 |
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1.7 |
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Treasury stock, at cost, 18,322,428 and 16,024,880 shares at June 30, 2019 and December 31, 2018, respectively |
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(501.5) |
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(401.5) |
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Accumulated other comprehensive income |
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15.4 |
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17.0 |
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Other shareholders' equity |
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1,345.2 |
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1,279.4 |
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Total shareholders' equity attributable to Bruker Corporation |
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860.8 |
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896.6 |
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Noncontrolling interest in consolidated subsidiaries |
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9.3 |
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8.5 |
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Total shareholders' equity |
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870.1 |
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905.1 |
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Total liabilities and shareholders' equity |
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$ |
2,349.7 |
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$ |
2,128.6 |
The accompanying notes are an integral part of these financial statements.
1
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(in millions, except per share data)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Product revenue |
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$ |
411.7 |
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$ |
368.1 |
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$ |
794.7 |
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$ |
720.3 |
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Service revenue |
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78.5 |
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73.5 |
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155.9 |
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151.2 |
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Other revenue |
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— |
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2.1 |
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1.0 |
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3.9 |
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Total revenue |
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490.2 |
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443.7 |
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951.6 |
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875.4 |
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Cost of product revenue |
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210.0 |
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188.7 |
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407.5 |
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374.3 |
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Cost of service revenue |
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49.8 |
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49.1 |
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98.9 |
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95.6 |
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Cost of other revenue |
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— |
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0.7 |
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0.1 |
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0.9 |
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Total cost of revenue |
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259.8 |
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238.5 |
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506.5 |
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470.8 |
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Gross profit |
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230.4 |
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205.2 |
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445.1 |
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404.6 |
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Operating expenses: |
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Selling, general and administrative |
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124.5 |
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110.6 |
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244.6 |
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220.9 |
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Research and development |
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48.5 |
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43.6 |
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94.9 |
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86.8 |
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Other charges, net |
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|
3.9 |
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2.2 |
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|
10.2 |
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|
10.0 |
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Total operating expenses |
|
|
176.9 |
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|
156.4 |
|
|
349.7 |
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|
317.7 |
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Operating income |
|
|
53.5 |
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|
48.8 |
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95.4 |
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86.9 |
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Interest and other income (expense), net |
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|
(5.9) |
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|
(5.5) |
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|
(9.4) |
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|
(7.8) |
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Income before income taxes and noncontrolling interest in consolidated subsidiaries |
|
|
47.6 |
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|
43.3 |
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|
86.0 |
|
|
79.1 |
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Income tax provision |
|
|
10.6 |
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|
11.8 |
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|
18.3 |
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|
20.2 |
|
Consolidated net income |
|
|
37.0 |
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|
31.5 |
|
|
67.7 |
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|
58.9 |
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Net income attributable to noncontrolling interests in consolidated subsidiaries |
|
|
0.5 |
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|
0.3 |
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|
0.4 |
|
|
0.7 |
|
Net income attributable to Bruker Corporation |
|
$ |
36.5 |
|
$ |
31.2 |
|
$ |
67.3 |
|
$ |
58.2 |
|
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|
|
|
|
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|
|
|
|
|
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|
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Net income per common share attributable to Bruker Corporation shareholders: |
|
|
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Basic |
|
$ |
0.23 |
|
$ |
0.20 |
|
$ |
0.43 |
|
$ |
0.37 |
|
Diluted |
|
$ |
0.23 |
|
$ |
0.20 |
|
$ |
0.43 |
|
$ |
0.37 |
|
|
|
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|
|
|
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Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
|
156.1 |
|
|
156.1 |
|
|
156.4 |
|
|
156.0 |
|
Diluted |
|
|
157.6 |
|
|
157.0 |
|
|
157.7 |
|
|
157.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
49.5 |
|
$ |
(5.4) |
|
$ |
65.9 |
|
$ |
46.4 |
|
Less: Comprehensive income (loss) attributable to noncontrolling interests |
|
|
0.9 |
|
|
(0.2) |
|
|
0.8 |
|
|
0.4 |
|
Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest |
|
|
— |
|
|
— |
|
|
(0.6) |
|
|
— |
|
Comprehensive income (loss) attributable to Bruker Corporation |
|
$ |
48.6 |
|
$ |
(5.2) |
|
$ |
65.7 |
|
$ |
46.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend declared per common share |
|
$ |
0.04 |
|
$ |
0.04 |
|
$ |
0.08 |
|
$ |
0.08 |
The accompanying notes are an integral part of these financial statements.
2
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
(in millions, except per share data)
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|
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|
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|
|
|
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|
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|
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Total |
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|
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Shareholders' |
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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Accumulated |
|
Equity |
|
Noncontrolling |
|
|
|
|||
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|
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Reedeemable |
|
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Treasury |
|
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|
|
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|
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Other |
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Attributable to |
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Interests in |
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Total |
||||||
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Noncontrolling |
|
|
|
|
Common Stock |
|
Treasury |
|
Stock |
|
Additional |
|
Retained |
|
Comprehensive |
|
Bruker |
|
Consolidated |
|
Shareholders' |
|||||||||
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Interest |
|
|
Common Shares |
|
Amount |
|
Shares |
|
Amount |
|
Paid-In Capital |
|
Earnings |
|
Income (Loss) |
|
Corporation |
|
Subsidiaries |
|
Equity |
|||||||||
|
Balance at December 31, 2018 |
|
$ |
22.6 |
|
|
156,609,340 |
|
$ |
1.7 |
|
16,024,880 |
|
$ |
(401.5) |
|
$ |
176.9 |
|
$ |
1,102.5 |
|
$ |
17.0 |
|
$ |
896.6 |
|
$ |
8.5 |
|
$ |
905.1 |
|
Stock options exercised |
|
|
— |
|
|
167,177 |
|
|
— |
|
— |
|
|
— |
|
|
3.1 |
|
|
— |
|
|
— |
|
|
3.1 |
|
|
— |
|
|
3.1 |
|
Restricted stock units vested |
|
|
— |
|
|
35,072 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock based compensation |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
2.7 |
|
|
— |
|
|
— |
|
|
2.7 |
|
|
— |
|
|
2.7 |
|
Shares issued for acquisition |
|
|
— |
|
|
3,087 |
|
|
— |
|
(3,087) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Cash dividends paid to common stockholders |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(6.3) |
|
|
— |
|
|
(6.3) |
|
|
— |
|
|
(6.3) |
|
Consolidated net income (loss) |
|
|
(0.2) |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
30.8 |
|
|
— |
|
|
30.8 |
|
|
0.1 |
|
|
30.9 |
|
Other comprehensive loss |
|
|
(0.4) |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(13.7) |
|
|
(13.7) |
|
|
(0.2) |
|
|
(13.9) |
|
Balance at March 31, 2019 |
|
$ |
22.0 |
|
|
156,814,676 |
|
$ |
1.7 |
|
16,021,793 |
|
$ |
(401.5) |
|
$ |
182.7 |
|
$ |
1,127.0 |
|
$ |
3.3 |
|
$ |
913.2 |
|
$ |
8.4 |
|
$ |
921.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2019 |
|
$ |
22.0 |
|
|
156,814,676 |
|
$ |
1.7 |
|
16,021,793 |
|
$ |
(401.5) |
|
$ |
182.7 |
|
$ |
1,127.0 |
|
$ |
3.3 |
|
$ |
913.2 |
|
$ |
8.4 |
|
$ |
921.6 |
|
Stock options exercised |
|
|
— |
|
|
145,606 |
|
|
— |
|
— |
|
|
— |
|
|
2.7 |
|
|
— |
|
|
— |
|
|
2.7 |
|
|
— |
|
|
2.7 |
|
Restricted stock units vested |
|
|
— |
|
|
2,344 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock based compensation |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
2.6 |
|
|
— |
|
|
— |
|
|
2.6 |
|
|
— |
|
|
2.6 |
|
Shares repurchased |
|
|
— |
|
|
(2,300,635) |
|
|
— |
|
2,300,635 |
|
|
(100.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
(100.0) |
|
|
— |
|
|
(100.0) |
|
Cash dividends paid to common stockholders |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(6.3) |
|
|
— |
|
|
(6.3) |
|
|
— |
|
|
(6.3) |
|
Consolidated net income |
|
|
(0.3) |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
36.5 |
|
|
— |
|
|
36.5 |
|
|
0.8 |
|
|
37.3 |
|
Other comprehensive income |
|
|
0.3 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12.1 |
|
|
12.1 |
|
|
0.1 |
|
|
12.2 |
|
Balance at June 30, 2019 |
|
$ |
22.0 |
|
|
154,661,991 |
|
$ |
1.7 |
|
18,322,428 |
|
$ |
(501.5) |
|
$ |
188.0 |
|
$ |
1,157.2 |
|
$ |
15.4 |
|
$ |
860.8 |
|
$ |
9.3 |
|
$ |
870.1 |
The accompanying notes are an integral part of these financial statements.
3
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Equity |
|
Noncontrolling |
|
|
|
|||
|
|
|
Reedeemable |
|
|
|
|
|
|
|
|
|
Treasury |
|
|
|
|
|
|
|
Other |
|
Attributable to |
|
Interests in |
|
Total |
||||||
|
|
|
Noncontrolling |
|
|
|
|
Common Stock |
|
Treasury |
|
Stock |
|
Additional |
|
Retained |
|
Comprehensive |
|
Bruker |
|
Consolidated |
|
Shareholders' |
|||||||||
|
|
|
Interest |
|
|
Common Shares |
|
Amount |
|
Shares |
|
Amount |
|
Paid-In Capital |
|
Earnings |
|
Income (Loss) |
|
Corporation |
|
Subsidiaries |
|
Equity |
|||||||||
|
Balance at December 31, 2017 |
|
$ |
— |
|
|
155,865,977 |
|
$ |
1.7 |
|
16,009,099 |
|
$ |
(401.2) |
|
$ |
155.9 |
|
$ |
942.0 |
|
$ |
27.0 |
|
$ |
725.4 |
|
$ |
8.1 |
|
$ |
733.5 |
|
Restricted shares terminated |
|
|
— |
|
|
(6,553) |
|
|
— |
|
6,553 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock options exercised |
|
|
— |
|
|
180,890 |
|
|
— |
|
— |
|
|
— |
|
|
2.9 |
|
|
— |
|
|
— |
|
|
2.9 |
|
|
— |
|
|
2.9 |
|
Restricted stock units vested |
|
|
— |
|
|
42,762 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock based compensation |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
2.5 |
|
|
— |
|
|
— |
|
|
2.5 |
|
|
— |
|
|
2.5 |
|
Shares issued for acquisition |
|
|
— |
|
|
(2,123) |
|
|
— |
|
2,123 |
|
|
(0.1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
— |
|
|
(0.1) |
|
Treasury stock acquired |
|
|
— |
|
|
(1,055) |
|
|
— |
|
1,055 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Adoption impact from new revenue standard ASC 606 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
5.9 |
|
|
— |
|
|
5.9 |
|
|
0.2 |
|
|
6.1 |
|
Cash dividends paid to common stockholders |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(6.3) |
|
|
— |
|
|
(6.3) |
|
|
— |
|
|
(6.3) |
|
Consolidated net income |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
27.0 |
|
|
— |
|
|
27.0 |
|
|
0.4 |
|
|
27.4 |
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
24.2 |
|
|
24.2 |
|
|
0.1 |
|
|
24.3 |
|
Balance at March 31, 2018 |
|
$ |
— |
|
|
156,079,898 |
|
$ |
1.7 |
|
16,018,830 |
|
$ |
(401.3) |
|
$ |
161.3 |
|
$ |
968.6 |
|
$ |
51.2 |
|
$ |
781.5 |
|
$ |
8.8 |
|
$ |
790.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2018 |
|
$ |
— |
|
|
156,079,898 |
|
$ |
1.7 |
|
16,018,830 |
|
$ |
(401.3) |
|
$ |
161.3 |
|
$ |
968.6 |
|
$ |
51.2 |
|
$ |
781.5 |
|
$ |
8.8 |
|
$ |
790.3 |
|
Stock options exercised |
|
|
— |
|
|
221,464 |
|
|
— |
|
— |
|
|
— |
|
|
4.2 |
|
|
— |
|
|
— |
|
|
4.2 |
|
|
— |
|
|
4.2 |
|
Restricted stock units vested |
|
|
— |
|
|
5,964 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock based compensation |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
2.4 |
|
|
— |
|
|
— |
|
|
2.4 |
|
|
— |
|
|
2.4 |
|
Treasury stock acquired |
|
|
— |
|
|
(1,384) |
|
|
— |
|
1,384 |
|
|
(0.1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
— |
|
|
(0.1) |
|
Cash dividends paid to common stockholders |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(6.2) |
|
|
— |
|
|
(6.2) |
|
|
— |
|
|
(6.2) |
|
Consolidated net income (loss) |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
31.2 |
|
|
— |
|
|
31.2 |
|
|
0.3 |
|
|
31.5 |
|
Other comprehensive loss |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(36.4) |
|
|
(36.4) |
|
|
(0.4) |
|
|
(36.8) |
|
Balance at June 30, 2018 |
|
$ |
— |
|
|
156,305,942 |
|
$ |
1.7 |
|
16,020,214 |
|
$ |
(401.4) |
|
$ |
167.9 |
|
$ |
993.6 |
|
$ |
14.8 |
|
$ |
776.6 |
|
$ |
8.7 |
|
$ |
785.3 |
The accompanying notes are an integral part of these financial statements.
4
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||
|
|
|
2019 |
|
2018 |
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
67.7 |
|
$ |
58.9 |
|
Adjustments to reconcile consolidated net income to cash flows from operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
38.4 |
|
|
32.4 |
|
Stock-based compensation expense |
|
|
6.1 |
|
|
4.9 |
|
Deferred income taxes |
|
|
(0.3) |
|
|
(7.4) |
|
Other non-cash expenses, net |
|
|
6.1 |
|
|
24.8 |
|
Changes in operating assets and liabilities, net of acquisitions and divestitures: |
|
|
|
|
|
|
|
Accounts receivable |
|
|
10.6 |
|
|
36.6 |
|
Inventories |
|
|
(69.8) |
|
|
(44.8) |
|
Accounts payable and accrued expenses |
|
|
2.8 |
|
|
(13.6) |
|
Income taxes payable, net |
|
|
(19.2) |
|
|
(15.7) |
|
Deferred revenue |
|
|
9.2 |
|
|
9.7 |
|
Customer advances |
|
|
(0.9) |
|
|
(0.3) |
|
Other changes in operating assets and liabilities, net |
|
|
(25.9) |
|
|
(5.6) |
|
Net cash provided by operating activities |
|
|
24.8 |
|
|
79.9 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchases of short-term investments |
|
|
(6.4) |
|
|
— |
|
Maturities of short-term investments |
|
|
— |
|
|
117.0 |
|
Cash paid for acquisitions, net of cash acquired |
|
|
(71.9) |
|
|
(37.6) |
|
Purchases of property, plant and equipment |
|
|
(28.6) |
|
|
(17.5) |
|
Proceeds from sales of property, plant and equipment |
|
|
0.3 |
|
|
0.1 |
|
Net cash (used in) provided by investing activities |
|
|
(106.6) |
|
|
62.0 |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Repayments of Note Purchase Agreement |
|
|
(15.0) |
|
|
— |
|
Repayments of revolving lines of credit |
|
|
(28.5) |
|
|
(202.5) |
|
Proceeds from revolving lines of credit |
|
|
200.6 |
|
|
7.5 |
|
Repayment of other debt |
|
|
(4.6) |
|
|
(0.8) |
|
Proceeds of other debt, net |
|
|
0.5 |
|
|
— |
|
Proceeds from issuance of common stock, net |
|
|
5.8 |
|
|
7.0 |
|
Payment of contingent consideration |
|
|
(4.6) |
|
|
(2.3) |
|
Repurchase of common stock |
|
|
(100.0) |
|
|
— |
|
Payment of dividends |
|
|
(12.6) |
|
|
(12.5) |
|
Net cash provided by (used in) financing activities |
|
|
41.6 |
|
|
(203.6) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
0.4 |
|
|
(4.7) |
|
Net change in cash, cash equivalents and restricted cash |
|
|
(39.8) |
|
|
(66.4) |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
326.3 |
|
|
328.9 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
286.5 |
|
$ |
262.5 |
The accompanying notes are an integral part of these financial statements.
5
BRUKER CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
Bruker Corporation, together with its consolidated subsidiaries (Bruker or the Company), develops, manufactures and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular and cellular levels. Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. The Company’s products address the rapidly evolving needs of a diverse array of customers in life science research, pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro diagnostics, nanotechnology and materials science research.
The Company has two reportable segments, Bruker Scientific Instruments (BSI), which represented approximately 90.2% and 90.3% of the Company’s revenues during the three and six months ended June 30, 2019, respectively and 90.7% and 90.2% of the Company’s revenues during the three and six months ended June 30, 2018, respectively; and Bruker Energy & Supercon Technologies (BEST), which represented the remainder of the Company’s revenues. Within BSI, the Company is organized into three operating segments: the Bruker BioSpin Group, the Bruker CALID Group and the Bruker Nano Group. For financial reporting purposes, the Bruker BioSpin Group, Bruker CALID Group and Bruker Nano Group operating segments are aggregated into the BSI reportable segment because each has similar economic characteristics, production processes, service offerings, types and classes of customers, methods of distribution and regulatory environments.
Bruker BioSpin — The Bruker BioSpin Group designs, manufactures and distributes enabling life science tools based on magnetic resonance technology. The majority of the Bruker BioSpin Group’s revenues are generated by academic and government research customers. Other customers include pharmaceutical and biotechnology companies and nonprofit laboratories, as well as chemical, food and beverage, clinical and other industrial companies.
Bruker CALID (Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection)- The Bruker CALID Group designs, manufactures and distributes life science mass spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection. Customers of the Bruker CALID Group include: academic institutions and medical schools; pharmaceutical, biotechnology and diagnostics companies; contract research organizations; nonprofit and for-profit forensics laboratories; agriculture, food and beverage safety laboratories; environmental and clinical microbiology laboratories; hospitals and government departments and agencies.
Bruker Nano — The Bruker Nano Group designs, manufactures and distributes advanced X-ray instruments; atomic force microscopy instrumentation; advanced fluorescence optical microscopy instruments; analytical tools for electron microscopes and X-ray metrology; defect-detection equipment for semiconductor process control; handheld, portable and mobile X-ray fluorescence spectrometry instruments; and spark optical emission spectroscopy systems. Customers of the Bruker Nano Group include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies and other businesses involved in materials analysis.
The Company's BEST reportable segment develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare and "big science" research. The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research and other applications, as well as ceramic high temperature superconductors primarily for energy grid and magnet applications.
6
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 June 30, 2019 and December 31, 2018, and for the three and six months ended June 30, 2019 and 2018, have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial information presented herein does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.
At June 30, 2019, the Company's significant accounting policies and estimates, which are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, have not changed other than for lease accounting as detailed in Footnote 14.
2. Revenue
The following table presents the Company’s revenues by Group and end customer geographical location (dollars in millions):
Revenue for the Company recognized at a point in time versus over time is as follows (dollars in millions):
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 June 30, 2019, remaining performance
7
obligations were approximately $1,110.8 million. The Company expects to recognize revenue on approximately 83.1% of the remaining performance obligations over the next twelve months and the remaining performance obligations primarily within one to three years.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in excess of revenue recognized (contract liabilities) on the Company’s unaudited condensed consolidated balance sheets.
Contract assets—Most of the Company’s long-term contracts are billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. Billing often occurs subsequent to revenue recognition, resulting in contract assets. Contract assets are generally classified as other current assets in the unaudited condensed consolidated balance sheets. The balance of contract assets as of June 30, 2019 and December 31, 2018 was $37.2 million and $25.9 million, respectively. The increase in the contract asset balance during the six month period ended June 30, 2019 is primarily a result of foreign currency translation and contracts that have been recognized as revenue during the six month period ending June 30, 2019 for which billing cannot contractually occur as of June 30, 2019.
Contract liabilities—The Company often receives cash payments from customers in advance of the Company’s performance, resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the unaudited condensed consolidated balance sheet based on the timing of when revenue recognition is expected. As of June 30, 2019 and December 31, 2018, the contract liabilities were $310.0 million and $288.5 million, respectively. The increase in the contract liability balance during the six month period ended June 30, 2019 is primarily a result of new performance obligations entered into during the six month period. Approximately $137.0 million of the contract liability balance on December 31, 2018 was recognized as revenue during the six month period ended June 30, 2019.
3. Acquisitions
The impact of all acquisitions, individually and collectively, on revenues, net income and total assets was not material. Pro forma financial information reflecting all acquisitions has not been presented because the impact, individually and collectively, on revenues, net income and total assets is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes.
2019
On April 2, 2019, the Company acquired Rave LLC (“Rave”), a privately held company, for a purchase price of $52.2 million with the potential for additional consideration of up to $5.0 million based on revenue and gross margin achievements in 2019 and 2020. Rave develops and manufactures nanomachining and laser photomask repair equipment. Rave will be integrated into the Bruker Nano Group within the BSI reportable segment. The acquisition of
8
Rave was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition were as follows (dollars in millions):
The preliminary fair value allocation included contingent consideration in the amount of $4.4 million, which represented the estimated fair value of future payments to the former shareholders of Rave based on achieving revenue targets for the period ended April 30, 2020. The Company expects to complete the fair value allocation during 2020. The amortization period for all intangible assets acquired in connection with Rave is ten years.
In the six months ended June 30, 2019, the Company completed various other acquisitions that collectively complemented the Company's existing product offerings or added aftermarket and software capabilities to the Company's existing businesses.
The following table reflects the consideration transferred and the respective reporting segment for each of these acquisitions:
2018
On April 8, 2018, the Company acquired a 100% interest in Anasys Instruments Corp. ("Anasys"), a privately held company, for a purchase price of $27.0 million with the potential for additional consideration of up to $9.6 million based on revenue achievements in 2019 and 2020. Anasys develops and manufactures nanoscale infrared spectroscopy and thermal measurement instruments. Anasys is located in Santa Barbara, California and was integrated into the Bruker
9
Nano Group within the BSI reportable segment. The components and fair value allocation of the consideration transferred in connection with the acquisition were as follows (in millions):
The preliminary fair value allocation included contingent consideration in the amount of $5.3 million, which represented the estimated fair value of future payments to the former shareholders of Anasys based on Anasys achieving annual revenue targets for the years 2019 and 2020. The Company completed the fair value allocation in the fourth quarter of 2018. The amortization period for all intangible assets acquired in connection with Anasys is eight years, except for backlog which was amortized over one year.
4. Stock-Based Compensation
On May 14, 2010, the Bruker Corporation 2010 Incentive Compensation Plan (2010 Plan) was approved by the Company's stockholders. The 2010 Plan provided for the issuance of up to 8,000,000 shares of the Company's common stock. The 2010 Plan allowed a committee of the Board of Directors (Compensation Committee) to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee had the authority to determine which employees would receive the awards, the amount of the awards and other terms and conditions of any awards. Awards granted under the 2010 Plan typically were made subject to a vesting period of three to five years.
On May 20, 2016, the Bruker Corporation 2016 Incentive Compensation Plan (2016 Plan) was approved by the Company's stockholders. With the approval of the 2016 Plan, no further grants have been made under the 2010 Plan. The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company's common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. Awards granted under the 2016 Plan typically vest over a period of one to four years.
10
The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (dollars in millions):
In addition to the awards above, the Company recorded stock-based compensation expense of $0.4 million and $0.8 million in the three and six months ended June 30, 2019, respectively, related to the 2018 acquisition of Mestrelab Research, S.L. (Mestrelab).
Stock-based compensation expense is recognized on a straight-line basis over the underlying requisite service period of the stock-based award.
Stock options to purchase the Company's common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. There were no stock options awarded during the three and six months ended June 30, 2019 and 2018.
Stock option activity for the six months ended June 30, 2019 was as follows:
| (a) | In addition to the options that are vested at June 30, 2019, the Company expects a portion of the unvested options to vest in the future. Options expected to vest in the future are determined by applying an estimated forfeiture rate to the options that are unvested as of June 30, 2019. |
| (b) | The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $49.95 on June 30, 2019 and the exercise price of the underlying stock options. |
The total intrinsic value of options exercised was $6.9 million and $5.3 million for the six months ended June 30, 2019 and 2018, respectively.
There was no restricted stock award activity for the six months ended June 30, 2019.
11
The total fair value of restricted stock awards vested was $0.2 million in the six months ended June 30, 2018.
Restricted stock unit activity for the six months ended June 30, 2019 was as follows:
The total fair value of restricted stock units vested was $1.4 million and $1.1 million for the six months ended June 30, 2019 and 2018, respectively.
At June 30, 2019, the Company expects to recognize pre-tax stock-based compensation expense of $2.8 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 1.9 years. The Company expects to recognize additional pre-tax stock-based compensation expense of $0.1 million associated with outstanding restricted stock awards granted under the Company's stock plans over the weighted average remaining service period of 0.1 year. The Company also expects to recognize additional pre-tax stock-based compensation expense of $15.7 million associated with outstanding restricted stock units granted under the 2016 Plan over the weighted average remaining service period of 2.6 years.
5. Earnings Per Share
Net income per common share attributable to Bruker Corporation shareholders is calculated by dividing net income attributable to Bruker Corporation, adjusted to reflect changes in the redemption value of the redeemable noncontrolling interest, by the weighted-average number of shares outstanding during the period. The diluted net income per share computation includes the effect of shares which would be issuable upon the exercise of outstanding stock options and the vesting of restricted stock, reduced by the number of shares which are assumed to be purchased by the Company under the treasury stock method. There was no redemption value adjustment of the redeemable noncontrolling interest for the three and six months ended June 30, 2019 or 2018.
The following table sets forth the computation of basic and diluted weighted average shares outstanding and net income per common share attributable to Bruker shareholders (dollars in millions, except per share amounts):
12
Stock options to purchase approximately 0.1 million shares and 0.2 million shares were excluded from the computation of diluted earnings per share in the three months ended June 30, 2019 and 2018, respectively, as their effect would have been anti-dilutive. Approximately 0.1 million shares and 0.2 million shares were excluded from the computation of diluted earnings per share in the six months ended June 30, 2019 and 2018, respectively, as their effect would have been anti-dilutive.
6. Fair Value of Financial Instruments
The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:
The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).
The following tables set forth the Company's financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at June 30, 2019 and December 31, 2018 (dollars in millions):
13
The Company's financial instruments consist primarily of restricted cash, derivative instruments consisting of foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts, accounts receivable, borrowings under a revolving credit agreement, accounts payable, contingent consideration, a hybrid instrument liability and long-term debt. The carrying amounts of the Company's cash equivalents, short-term investments and restricted cash, accounts receivable, borrowings under a revolving credit agreement and accounts payable approximate fair value because of their short-term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company's long-term debt consists principally of a private placement arrangement entered into in 2012 with various fixed interest rates based on the maturity date. The fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was $213.0 million and $228.8 million at June 30, 2019 and December 31, 2018, respectively, based on the outstanding amount at June 30, 2019 and December 31, 2018, market prices and observable sources with similar maturity dates.
The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities and did not elect the fair value option for any financial assets or liabilities which originated during the three or six months ended June 30, 2019 or 2018.
As part of certain acquisitions, the Company recorded contingent consideration liabilities that have been classified as Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments to the former shareholders of certain acquired companies based on the applicable acquired company achieving annual revenue and gross margin targets in certain years as specified in the relevant purchase and sale agreement. The Company initially values the contingent considerations by using a Monte Carlo simulation or an income approach method. The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value. The income approach method involves calculating the earnout payment based on the forecasted cash flows, adjusting the future earnout payment for the risk of reaching the projected financials, and then discounting the future payments to present value by the counterparty risk. The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with a cost of debt over an appropriate term.
14
The following table sets forth the changes in contingent consideration liabilities for the six months ended June 30, 2019 (dollars in millions):
As part of the Mestrelab acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 49% of Mestrelab for cash at a contractually defined redemption value. These rights (an embedded derivative) are exercisable beginning in 2022 and can be accelerated, at a discounted redemption value, upon certain events related to post combination services. As the option is tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested. The hybrid instrument is classified as Level 3 in the fair value hierarchy.
The following table sets forth the changes in hybrid instrument liability for the six months ended June 30, 2019 (dollars in millions):
|
|
|
|
|
|
Balance at December 31, 2018 |
|
$ |
12.9 |
|
Current period adjustments |
|
|
0.8 |
|
Balance at June 30, 2019 |
|
$ |
13.7 |
7. Restricted Cash
Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the Company's unaudited condensed consolidated statement of cash flows.
The inclusion of restricted cash increased the balances of the unaudited condensed consolidated statement of cash flows as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||
|
|
|
2019 |
|
2018 |
||
|
Beginning Balance |
|
$ |
3.9 |
|
$ |
3.9 |
|
Ending Balance |
|
|
4.0 |
|
|
3.8 |
8. Inventories
Inventories consisted of the following (dollars in millions):
15
Finished goods include in-transit systems that have been shipped to the Company's customers, but not yet installed and accepted by the customer. As of June 30, 2019 and December 31, 2018, the value of inventory-in-transit was $35.9 million and $38.3 million, respectively.
9. Goodwill and Intangible Assets
The following table sets forth the changes in the carrying amount of goodwill for the three months ended June 30, 2019 (dollars in millions):
|
|
|
|
|
|
Balance at December 31, 2018 |
|
$ |
275.7 |
|
Current period additions |
|
|
9.3 |
|
Current period adjustments |
|
|
0.7 |
|
Foreign currency effect |
|
|
(1.0) |
|
Balance at June 30, 2019 |
|
$ |
284.7 |
The following is a summary of intangible assets, excluding goodwill (dollars in millions):
For the three months ended June 30, 2019 and 2018, the Company recorded amortization expense of $9.9 million and $7.8 million, respectively, related to intangible assets subject to amortization. For the six months ended June 30, 2019 and 2018, the Company recorded amortization expense of $20.0 million and $14.6 million, respectively, related to intangible assets subject to amortization.
10. Debt
The Company’s debt obligations as of June 30, 2019 and December 31, 2018 consisted of the following (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
||
|
|
|
2019 |
|
2018 |
||
|
US Dollar revolving loan under the 2015 Credit Agreement |
|
$ |
285.9 |
|
$ |
111.6 |
|
US Dollar notes under the Note Purchase Agreement |
|
|
205.0 |
|
|
220.0 |
|
Unamortized debt issuance costs under the Note Purchase Agreement |
|
|
(0.5) |
|
|
(0.5) |
|
Other revolving loans |
|
|
2.7 |
|
|
2.9 |
|
Capital lease obligations and other loans |
|
|
1.1 |
|
|
7.1 |
|
Total debt |
|
|
494.2 |
|
|
341.1 |
|
Current portion of long-term debt |
|
|
(0.3) |
|
|
(18.5) |
|
Total long-term debt, less current portion |
|
$ |
493.9 |
|
$ |
322.6 |
On October 27, 2015, the Company entered into a new revolving credit agreement, referred to as the 2015 Credit Agreement. The 2015 Credit Agreement provides a maximum commitment on the Company’s revolving credit line of $500 million and a maturity date of October 2020. Borrowings under the revolving credit line of the 2015 Credit Agreement accrue interest, at the Company’s option, at either (a) the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) adjusted LIBOR plus 1.00%, plus margins ranging from 0.00% to 0.30% or (b) LIBOR, plus margins ranging from 0.90% to 1.30%. There is also a facility fee ranging from 0.10% to 0.20%.
16
Borrowings under the 2015 Credit Agreement are secured by guarantees from certain material subsidiaries, as defined in the 2015 Credit Agreement. The 2015 Credit Agreement also requires the Company to maintain certain financial ratios related to maximum leverage and minimum interest coverage (as defined in the 2015 Credit Agreement). Specifically, the Company’s leverage ratio cannot exceed 3.5 and the Company’s interest coverage ratio cannot be less than 2.5. In addition to the financial ratios, the 2015 Credit Agreement contains negative covenants, including among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends and transactions with affiliates. Failure to comply with any of these restrictions or covenants may result in an event of default on the 2015 Credit Agreement, which could permit acceleration of the debt and require the Company to prepay the debt before its scheduled due date.
The following is a summary of the maximum commitments and the net amounts available to the Company under the 2015 Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at June 30, 2019 (dollars in millions):
In January 2012, the Company entered into a note purchase agreement, referred to as the Note Purchase Agreement, with a group of accredited institutional investors. Pursuant to the Note Purchase Agreement, the Company issued and sold $240.0 million of senior notes, referred to as the Senior Notes, which consisted of the following:
On January 18, 2017, the outstanding $20.0 million principal amount of Tranche A of the Senior Notes was repaid in accordance with the terms of the Note Purchase Agreement. On January 18, 2019, the outstanding $15.0 million principal amount of Tranche B of the Senior Notes was repaid in accordance with the terms of the Note Purchase Agreement.
Under the terms of the Note Purchase Agreement, the Company may issue and sell additional senior notes up to an aggregate principal amount of $600 million, subject to certain conditions. Interest on the Senior Notes is payable semi-annually on January 18 and July 18 of each year. The Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s direct and indirect subsidiaries. The Senior Notes rank pari passu in right of repayment with the Company’s other senior unsecured indebtedness. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the original aggregate principal amount of the Senior Notes to be prepaid, at a price equal to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable make-whole amount, upon not less than 30 and no more than 60 days written notice to the holders of the Senior Notes. In the event of a change in control of the Company, as defined in the Note Purchase Agreement, the Company may be required to prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
17
The Note Purchase Agreement contains affirmative covenants, including, without limitation, maintenance of corporate existence, compliance with laws, maintenance of insurance and properties, payment of taxes, addition of subsidiary guarantors and furnishing notices and other information. The Note Purchase Agreement also contains certain restrictive covenants that restrict the Company’s ability to, among other things, incur liens, transfer or sell assets, engage in certain mergers and consolidations and enter into transactions with affiliates. The Note Purchase Agreement also includes customary representations and warranties and events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. In the case of a payment event of default, any holder of Senior Notes affected thereby may declare all Senior Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Senior Notes may declare all the Senior Notes to be due and payable immediately. Pursuant to the Note Purchase Agreement, so long as any Senior Notes are outstanding the Company will not permit (i) its leverage ratio, as determined pursuant to the Note Purchase Agreement, to exceed 3.50 to 1.00 as of the end of any fiscal quarter, (ii) its interest coverage ratio, as determined pursuant to the Note Purchase Agreement, to be less than 2.50 to 1 as of the end of any fiscal quarter for any period of four consecutive fiscal quarters or (iii) priority debt at any time to exceed 25% of consolidated net worth, as determined pursuant to the Note Purchase Agreement.
As of June 30, 2019, the Company was in compliance with the covenants of the Note Purchase Agreement and the 2015 Credit Agreement.
11. Derivative Instruments and Hedging Activities
Interest Rate Risks
The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related short-term market rates. Typically, the most significant component of the Company’s interest rate risk relates to amounts outstanding under the 2015 Credit Agreement.
Foreign Exchange Rate Risk Management
The Company generates a substantial portion of its revenues and expenses in international markets which subjects its operations to the exposure of exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. The Company periodically enters into foreign currency contracts in order to minimize the volatility that fluctuations in currency translation have on its monetary transactions. Under these arrangements, the Company typically agrees to purchase a fixed amount of a foreign currency in exchange for a fixed amount of U.S. Dollars or other currencies on specified dates with maturities of less than twelve months, with some agreements
18
extending to longer periods. The Company had the following notional amounts outstanding under foreign exchange contracts at June 30, 2019 and December 31, 2018 (in millions):
In addition, the Company periodically enters into purchase and sales contracts denominated in currencies other than the functional currency of the parties to the transaction. The Company accounts for these transactions separately valuing the “embedded derivative” component of these contracts. The contracts, denominated in currencies other than the functional currency of the transacting parties, amounted to $89.4 million for the delivery of products and $5.9 million for the purchase of products at June 30, 2019 and $113.5 million for the delivery of products and $6.0 million for the purchase of products at December 31, 2018. The changes in the fair value of these embedded derivatives are recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income.
Commodity Price Risk Management
The Company has arrangements with certain customers under which it has a firm commitment to deliver copper based superconductor wire at a fixed price. In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts. At June 30, 2019 and December 31, 2018, the Company had fixed price commodity contracts with notional amounts aggregating $7.3 million and $6.8 million, respectively. The changes in the fair value of these commodity contracts are recorded within interest and other income (expense), net in the unaudited condensed consolidated statements of income and comprehensive income.
19
The fair value of the derivative instruments described above is recorded in the unaudited condensed consolidated balance sheets for the periods as follows (dollars in millions):
The impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments not designated as hedging instruments are as follows (dollars in millions):
The amounts related to derivative instruments not designated as hedging instruments are recorded within interest and other income (expense), net in the unaudited condensed consolidated statements of income and comprehensive income.
12. Provision for Income Taxes
The Company accounts for income taxes using the asset and liability approach by recognizing deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In addition, the Company accounts for uncertain tax positions that have reached a minimum recognition threshold.
The income tax provision for the three months ended June 30, 2019 and 2018 was $10.6 million and $11.8 million, respectively, representing effective tax rates of 22.3% and 27.3%, respectively. The income tax provision for the six months ended June 30, 2019 and 2018 was $18.3 million and $20.2 million, respectively, representing effective tax rates of 21.3% and 25.5%, respectively. The decrease in the Company’s effective tax rate for the three months ended June 30, 2019, compared to the same period in 2018, was primarily due to the excess deduction associated with the exercise of stock-based compensation for the three months ended June 30, 2019. The decrease in the Company’s effective tax rate for the six months ended June 30, 2019, compared to the same period in 2018, was primarily due to the recording of a one-time tax on the mandatory deemed repatriation of post-1986 untaxed foreign earnings and profits (toll charge) assessed under the Tax Cuts and Jobs Act (2017 Tax Act) due to the release of final regulations issued during the period ended March 31, 2019 and the excess deduction associated with the exercise of stock-based compensation for the six months ended June 30, 2019. The Company's effective tax rate may change over time as the amount or mix of income and taxes changes among the jurisdictions in which the Company is subject to tax.
As of June 30, 2019 and December 31, 2018, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $6.6 million which, if recognized, would result in a reduction of the Company’s effective tax rate. The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of June 30, 2019 and December 31, 2018, approximately $0.3 million and $0.2 million, respectively, of
20
accrued interest and penalties related to uncertain tax positions was included in other long-term liabilities on the Company’s unaudited condensed consolidated balance sheets. Penalties and interest of $0.1 million were recorded in the provision for income taxes for unrecognized tax benefits during the three and six months ended June 30, 2019. There were no penalties or interest recorded in the three and six months ended June 30, 2018.
The Company files tax returns in the United States, which includes federal, state and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the United States and Switzerland to be its significant tax jurisdictions. The majority of the Company’s earnings are derived in Germany and Switzerland. Accounting for the various federal and local taxing authorities, the statutory rates for 2019 are approximately 30.0% and 20.0% for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of 3.3% from the U.S. statutory rate of 21.0% in the six months ended June 30, 2019. The Company has not been a party to any tax holiday agreements. The tax years 2013 to 2018 are open to examination in Germany and Switzerland. Tax years 2011 to 2018 remain open for examination in the United States.
13. Commitments and Contingencies
In accordance with ASC Topic 450, Contingencies, the Company accrues anticipated costs of settlement, damages or other costs to the extent specific losses are probable and estimable.
Litigation and Related Contingencies
Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company. Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated or a range of loss can be determined. These accruals represent management's best estimate of probable loss. Disclosure is also provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. The Company believes the outcome of pending proceedings, individually and in the aggregate, will not have a material impact on the Company's financial statements. As of June 30, 2019 and December 31, 2018, no material accruals have been recorded for potential contingencies.
Governmental Investigations
The Company is subject to regulation by national, state and local government agencies in the United States and other countries in which it operates. From time to time, the Company is the subject of governmental investigations often involving regulatory, marketing and other business practices. These governmental investigations may result in the commencement of civil and criminal proceedings, fines, penalties and administrative remedies which could have a material adverse effect on the Company’s financial position, results of operations and/or liquidity.
In August 2018, the Korea Fair Trade Commission (KFTC) informed the Company that it was conducting an investigation into the public tender bidding activities of a number of life science instrument companies operating in Korea, including Bruker Korea Co., Ltd (Bruker Korea). The Company cooperated fully with the KFTC and on June 16, 2019, the KFTC announced its decision to impose a fine of approximately $20,000 on Bruker Korea and declined to impose any criminal liability against Bruker Korea in connection with this matter.
On October 19, 2017, the Company received a notice of investigation and subpoena to produce documents from the Division of Enforcement of the SEC. The subpoena sought information related to an employee terminated as part of a restructuring and certain matters involving the Company’s policies and accounting practices related to revenue recognition and restructuring activities, as well as related financial reporting, disclosure and compliance matters, since January 1, 2013. The subpoena also sought information concerning, among other things, the Company’s previously identified material weakness in internal controls over the accounting for income taxes, related financial reporting matters and certain payments for non-employee travel expenses. On April 25, 2019, the Staff notified the Company that it had
21
concluded its investigation and, based on the information received to date, does not intend to recommend an enforcement action by the SEC against the Company.
Additionally, the Audit Committee of the Company’s Board of Directors, with the assistance of outside counsel, conducted an internal investigation into practices of certain business partners in China and into the conduct of former employees of the Bruker Optics division in China which raised questions of compliance with laws, including the U.S. Foreign Corrupt Practices Act, and/or compliance with the Company’s business policies and code of conduct. The Audit Committee has concluded its internal investigation.
As of June 30, 2019 and December 31, 2018, no material accruals have been recorded for potential contingencies related to these matters.
Letters of Credit and Guarantees
At June 30, 2019 and December 31, 2018, the Company had bank guarantees of $134.6 million and $138.3 million, respectively, related primarily to customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered or warranty obligations are not fulfilled in compliance with the terms of the contract.
14. Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases, which provides guidance on the recognition, measurement, presentation and disclosure of leases. The new standard, effective as of January 1, 2019, supersedes present U.S. GAAP guidance on leases and requires all leases with terms longer than 12 months to be reported on the balance sheet as right-of-use (ROU) assets and lease liabilities, as well as provide additional disclosures. The lease liability represents the lessee’s obligation to make lease payments arising from a lease and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs.
Under ASU No. 2016-02, companies are required to transition to the new standard in the period of adoption at the beginning of the earliest period presented in the financial statements (January 1, 2017 for the Company). In July 2018, the FASB issued ASU No. 2018-11 as an update to ASU No. 2016-02, which in part provided companies the option of transitioning to the new standard as of the adoption date and recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the new standard as of January 1, 2019 using the alternative transition method under ASU No. 2018-11 and recognized a cumulative-effect adjustment to the opening balance sheet. The Company's prior period financial statements were not adjusted due to adopting the new standard based on the alternative transition method. The Company elected the available package of practical expedients for leases that commenced prior to the effective date that allows it to not reassess: 1) whether any expired or existing contracts are or contain leases; 2) the lease classification for any expired or existing leases; and 3) the accounting treatment of initial direct costs for any expired or existing leases. The Company also elected the practical expedient that allows lessees to treat lease and non-lease components of leases as a single lease component for all asset classes. The adoption of the new standard resulted in recording $75.5 million and $77.9 million of ROU assets and lease liabilities, respectively, as of January 1, 2019 on the Company’s unaudited condensed consolidated balance sheet. The adoption of the new standard did not significantly affect the Company’s results of operations.
Starting in the first quarter of 2019, the Company accounts for leases in accordance with ASC 842, Leases. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than 12 months are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with an initial term of 12 months or less. Leases with an initial term of 12 months or less are directly expensed as incurred. Leases are classified as either operating or finance depending on the specific terms of the arrangement.
22
The Company’s leases mainly consist of facilities, office equipment, and vehicles. The majority of leases are classified as operating, with certain leases classified as finance leases based on the specific terms of the arrangement. The remaining lease term ranges from 2019 to 2029, with some leases including an option to extend the lease for varying periods of time or to terminate prior to the end of the lease term. Certain lease agreements contain provisions for future rent increases. Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. The Company’s leases typically do not contain residual value guarantees.
At the commencement date, operating and finance lease liabilities, and their corresponding ROU assets, are recorded based on the present value of lease payments over the expected lease term. The lease term includes the noncancellable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The interest rate implicit in lease contracts is typically not readily determinable, therefore an incremental borrowing rate is used to calculate the lease liability. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as prepayments, lease incentives received or initial direct costs paid.
Operating lease cost is recognized over the lease term on a straight-line basis, while finance lease cost is amortized over the expected term on a straight-line basis. Variable lease cost not dependent on an index or rate is recognized when incurred.
The components of lease cost for the three and six months ended June 30, 2019 are as follows (dollars in millions):
23
Supplemental balance sheet information as of June 30, 2019 related to leases was as follows (dollars in millions):
Supplemental cash flow information related to leases for the six months ended June 30, 2019 was as follows (dollars in millions):
Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (dollars in millions):
24
As of December 31, 2018, minimum commitments for the Company’s leases as required under prior lease guidance in ASC 840 were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
Operating Leases |
|
Finance Leases |
||
|
2019 |
|
$ |
25.3 |
|
$ |
— |
|
2020 |
|
|
19.1 |
|
|
0.1 |
|
2021 |
|
|
13.7 |
|
|
0.1 |
|
2022 |
|
|
9.3 |
|
|
— |
|
2023 |
|
|
7.3 |
|
|
— |
|
Thereafter |
|
|
18.4 |
|
|
— |
|
Total |
|
$ |
93.1 |
|
$ |
0.2 |
15. Shareholders’ Equity
Share Repurchase Program
In May 2019, the Company’s Board of Directors approved a stock repurchase plan (the Repurchase Program) authorizing repurchase of common stock in the amount of up to $300.0 million from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. The Company repurchased a total of 2,300,635 shares at an aggregate cost of $100.0 million in the three and six months ended June 30, 2019. No repurchases occurred in the three and six months ended June 30, 2018. Any future repurchases will be funded from cash on hand, future cash flows from operations and available borrowings under the revolving credit facility. The remaining authorization as of August 2, 2019 is $200.0 million and this Repurchase Program expires on May 13, 2021.
Cash Dividends on Shares of Common Stock
On February 22, 2016, the Company announced the establishment of a dividend policy and the declaration by its Board of Directors of an initial quarterly cash dividend in the amount of $0.04 per share of the Company's issued and outstanding common stock. Under the dividend policy, the Company will target a cash dividend to the Company's shareholders in the amount of $0.16 per share per annum, payable in equal quarterly installments.
Subsequent dividend declarations and the establishment of record and payment dates for such future dividend payments, if any, are subject to the Board of Directors' continuing determination that the dividend policy is in the best interests of the Company's shareholders. The dividend policy may be suspended or cancelled at the discretion of the Board of Directors at any time.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in other comprehensive income (loss), but excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity, net of tax. The Company’s other comprehensive income (loss) is composed primarily of foreign
25
currency translation adjustments and changes in the funded status of defined benefit pension plans. The following is a summary of comprehensive income (dollars in millions):
The following is a summary of the components of accumulated other comprehensive income, net of tax, at June 30, 2019 (dollars in millions):
16. Other Charges, Net
The components of other charges, net were as follows (dollars in millions):
Restructuring Initiatives
Restructuring charges for the three and six month periods ended June 30, 2019 and 2018 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 for the three and six months ended June 30, 2019 and 2018 (dollars in millions):
26
The following table sets forth the changes in restructuring reserves for the six months ended June 30, 2019 (dollars in millions):
17. Interest and Other Income (Expense), Net
The components of interest and other income (expense), net, were as follows (dollars in millions):
18. Business Segment Information
The Company has two reportable segments, BSI and BEST, as discussed in Note 1 to the unaudited condensed consolidated financial statements.
Revenue and operating income by reportable segment for the three and six months ended June 30, 2019 and 2018 are presented below (dollars in millions):
| (a) | Represents product and service revenue between reportable segments. |
| (b) | Represents corporate costs and eliminations not allocated to the reportable segments. |
27
Total assets by reportable segment as of June 30, 2019 and December 31, 2018 are as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
||
|
|
|
2019 |
|
2018 |
||
|
Assets: |
|
|
|
|
|
|
|
BSI |
|
$ |
2,296.6 |
|
$ |
2,100.6 |
|
BEST |
|
|
56.7 |
|
|
33.2 |
|
Eliminations and other (a) |
|
|
(3.6) |
|
|
(5.2) |
|
Total assets |
|
$ |
2,349.7 |
|
$ |
2,128.6 |
(a) Assets not allocated to the reportable segments and eliminations of intercompany transactions.
19. Recent Accounting Pronouncements
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements of fair value measurements, including the consideration of costs and benefits. This ASU is effective for the Company in fiscal years beginning after December 15, 2019. The adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which provides new guidance intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This ASU is effective for the Company in fiscal years beginning after December 15, 2018. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. This ASU will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or statements of cash flows upon adoption.
28
|
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 on Form 10-Q, and in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018.
Statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, which express that we "believe," "anticipate," "plan," "expect," "seek," "estimate," or "should," as well as other statements which are not historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, risks and uncertainties relating to adverse changes in conditions in the global economy and volatility in the capital markets, the integration and assumption of liabilities of businesses we have acquired or may acquire in the future, fluctuations in foreign currency exchange rates, our ability to successfully implement our restructuring initiatives, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, loss of key personnel, dependence on collaborative partners, key suppliers and contract manufacturers, capital spending and government funding policies, changes in governmental regulations, the use and protection of intellectual property rights, litigation, and other risk factors discussed from time to time in our 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 Form 10-K for the year ended December 31, 2018 and subsequent filings. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.
Although our unaudited condensed 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. Specifically, management believes that organic and constant currency revenue growth and free cash flow, which are non-GAAP financial measures, as well as non-GAAP gross profit margin and non-GAAP operating margin, provide relevant and useful information that is widely used by equity analysts, investors and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance. We define the term organic revenue as GAAP revenue excluding the effect of foreign currency translation changes and the effect of acquisitions and divestitures. Related to organic growth, we also present constant currency information because we believe this information provides a useful framework for assessing how our underlying businesses performed excluding the effect of only foreign currency rate fluctuations. We define the term non-GAAP gross profit margin as GAAP gross profit margin with certain non-GAAP measures excluded and non-GAAP operating margin as GAAP operating margin with certain non-GAAP measures excluded. These non-GAAP measures exclude costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, costs associated with our global information technology transition initiative, and other non-operational costs that are infrequent or non-recurring in nature and we believe these are useful measures to evaluate our continuing business. 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 use these non-GAAP financial measures to evaluate our period-over-period operating performance because our management believes they provide more comparable measures of our continuing business because they adjust for certain items that are not reflective of the underlying performance of our business. These measures may also be useful to investors in evaluating the underlying operating performance of our business. We regularly use these non-GAAP financial measures internally to understand, manage, and evaluate our business results and make operating decisions. We also measure our employees and compensate them, in part, based on such non-GAAP measures and use this information for our planning and forecasting activities. The presentation of these non-GAAP financial measures is not intended to be a substitute for, or
29
superior to, the financial information prepared and presented in accordance with GAAP and may be different from non-GAAP financial measures used by other companies, and therefore, may not be comparable among companies.
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 and North America, and we have sales offices located throughout the world. Bruker is organized into two reportable segments, Bruker Scientific Instruments (BSI) and Bruker Energy & Supercon Technologies (BEST). Within the BSI Segment, we are organized into three operating segments: the Bruker BioSpin Group, the Bruker CALID Group, and the Bruker Nano Group.
Revenue for the three month period ended June 30, 2019 was $490.2 million, an increase of $46.5 million, or 10.5%, from the three month period ended June 30, 2018. Revenue from companies acquired within the past twelve months represented $38.6 million, or 8.7%, of the increase, and the unfavorable foreign currency translation effect of a stronger U.S. dollar relative to the Euro and other currencies represented a $13.3 million, or 3.0%, decline. Excluding these effects, organic revenue, a non-GAAP measure, increased by $21.2 million, or 4.8%. Revenues increased on an organic basis within the Bruker CALID Group and the Bruker BioSpin Group, and at the BEST Segment. From a geographic perspective, revenues increased in the North America, China and Japan regions.
Revenue for the six month period ended June 30, 2019 was $951.6 million, an increase of $76.2 million, or 8.7%, from the six month period ended June 30, 2018. Revenue from companies acquired within the past twelve months represented $64.5 million, or 7.4%, of the increase, and the unfavorable foreign currency translation effect of a stronger U.S. dollar relative to the Euro and other currencies represented a $33.0 million, or 3.8%, decline. Excluding these effects, organic revenue, a non-GAAP measure, increased by $44.7 million, or 5.1%. Revenues increased on an organic basis within the Bruker CALID Group and the Bruker BioSpin Group, and at the BEST Segment. From a geographic perspective, revenues increased in the North America, China and Japan regions.
Our gross profit margin increased to 47.0% during the three months ended June 30, 2019 compared to 46.2% for the three months ended June 30, 2018. Our gross profit margin increased to 46.8% during the six months ended June 30, 2019 compared to 46.2% for the six months ended June 30, 2018. The increase in gross profit margin in both periods resulted primarily from favorable product mix, operational improvements, accretive acquisitions and the positive impact of foreign currency translation.
Our operating margin decreased to 10.9% for the three months ended June 30, 2019 compared to 11.0% during the three months ended June 30, 2018. The operating margin decline was primarily due to assumption of expenses related to recent acquisitions. Our operating margin increased to 10.0% for the six months ended June 30, 2019 compared to 9.9% during the six months ended June 30, 2018. The operating margin expansion was primarily due to favorable product mix, operational improvements, accretive acquisitions and the positive impact of foreign currency translation.
Our income tax provision in the three month periods ended June 30, 2019 and 2018 was $10.6 million and $11.8 million, respectively, representing effective tax rates of 22.3% and 27.3%, respectively. The decrease in our effective tax rate was primarily due to the impact of a favorable discrete item in the period. Our income tax provision in the six month periods ended June 30, 2019 and 2018 was $18.3 million and $20.2 million, respectively, representing effective tax rates of 21.3% and 25.5%, respectively. The decrease in our effective tax rate was primarily due to the recording of items related to the update of a one-time tax on the mandatory deemed repatriation of post-1986 untaxed foreign earnings and profits (toll charge) assessed under the Tax Cuts and Jobs Act (2017 Tax Act) in the six months ended June 30, 2019, as well as a favorable discrete item.
Diluted earnings per share for the three month period ended June 30, 2019 were $0.23, an increase of $0.03 compared to $0.20 per share in the three month period ended June 30, 2018. Diluted earnings per share for the six month period ended June 30, 2019 were $0.43, an increase of $0.06 compared to $0.37 per share in the six month period
30
ended June 30, 2018. The increase in both periods was primarily due to revenue growth and higher gross and operating profit.
Operating cash flow for the six month period ended June 30, 2019 was a source of cash of $24.8 million. For the six month period ended June 30, 2019, our free cash flow, a non-GAAP measure, was ($3.8) million, calculated as follows (dollars in millions):
We can experience quarter-to-quarter fluctuations in our operating results as a result of various factors, some of which are outside our control, such as:
| ● | the timing of governmental stimulus programs and academic research budgets; |
| ● | the time it takes between the date customer orders and deposits are received, systems are shipped and accepted by our customers and full payment is received; |
| ● | the time it takes to satisfy local customs requirements and other export/import requirements; |
| ● | the time it takes for customers to construct or prepare their facilities for our products; and |
| ● | the time required to obtain governmental licenses. |
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 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.
In May 2019, our Board of Directors approved a stock repurchase plan (the Repurchase Program) authorizing repurchase of common stock in the amount of up to $300.0 million from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. We repurchased a total of 2,300,635 shares at an aggregate cost of $100.0 million in the three and six months ended June 30, 2019. No repurchases occurred in the three and six months ended June 30, 2018. Any future repurchases will be funded from cash on hand, future cash flows from operations and available borrowings under the revolving credit facility. The remaining authorization as of August 2, 2019 is $200.0 million and this Repurchase Program expires on May 13, 2021.
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. 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:
| ● | Revenue recognition; |
| ● | Income taxes; |
| ● | Inventories; and |
| ● | Goodwill, other intangible assets and other long-lived assets. |
31
For a further discussion of our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended December 31, 2018.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2019 compared to the Three Months Ended June 30, 2018
Consolidated Results
The following table presents our results for the three months ended June 30, 2019 and 2018 (dollars in millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
||||
|
|
|
2019 |
|
2018 |
||
|
Product revenue |
|
$ |
411.7 |
|
$ |
368.1 |
|
Service revenue |
|
|
78.5 |
|
|
73.5 |
|
Other revenue |
|
|
— |
|
|
2.1 |
|
Total revenue |
|
|
490.2 |
|
|
443.7 |
|
|
|
|
|
|
|
|
|
Cost of product revenue |
|
|
210.0 |
|
|
188.7 |
|
Cost of service revenue |
|
|
49.8 |
|
|
49.1 |
|
Cost of other revenue |
|
|
— |
|
|
0.7 |
|
Total cost of revenue |
|
|
259.8 |
|
|
238.5 |
|
Gross profit |
|
|
230.4 |
|
|
205.2 |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
124.5 |
|
|
110.6 |
|
Research and development |
|
|
48.5 |
|
|
43.6 |
|
Other charges, net |
|
|
3.9 |
|
|
2.2 |
|
Total operating expenses |
|
|
176.9 |
|
|
156.4 |
|
Operating income |
|
|
53.5 |
|
|
48.8 |
|
|
|
|
|
|
|
|
|
Interest and other income (expense), net |
|
|
(5.9) |
|
|
(5.5) |
|
Income before income taxes and noncontrolling interest in consolidated subsidiaries |
|
|
47.6 |
|
|
43.3 |
|
Income tax provision |
|
|
10.6 |
|
|
11.8 |
|
Consolidated net income |
|
|
37.0 |
|
|
31.5 |
|
Net income attributable to noncontrolling interests in consolidated subsidiaries |
|
|
0.5 |
|
|
0.3 |
|
Net income attributable to Bruker Corporation |
|
$ |
36.5 |
|
$ |
31.2 |
|
|
|
|
|
|
|
|
|
Net income per common share attributable to Bruker Corporation shareholders: |
|
|
|
|
|
|
|
Basic |
|
$ |
0.23 |
|
$ |
0.20 |
|
Diluted |
|
$ |
0.23 |
|
$ |
0.20 |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
Basic |
|
|
156.1 |
|
|
156.1 |
|
Diluted |
|
|
157.6 |
|
|
157.0 |
Revenue
For the three months ended June 30, 2019, our revenue increased $46.5 million, or 10.5%, to $490.2 million, compared to $443.7 million for the comparable period in 2018. Included in revenue was an increase of approximately $38.6 million from acquisitions and a decrease of $13.3 million from foreign currency translation. Excluding the effects of foreign currency translation and our recent acquisitions, our organic revenue, a non-GAAP measure, increased by
32
$21.2 million, or 4.8%. The constant currency revenue growth for the period ended June 30, 2019 was $59.8 million or 13.5%.
BSI Segment revenue increased by $40.0 million, or 9.9%, to $442.4 million for the three months ended June 30, 2019, compared to $402.4 million for the three months ended June 30, 2018. BEST Segment revenue increased by $9.2 million, or 21.5%, to $51.9 million for the three months ended June 30, 2019, compared to $42.7 million for the three months ended June 30, 2018.
Please see the Segment Results section later in this section for additional discussion of our financial results by segment.
Gross Profit
Gross profit for the three months ended June 30, 2019 was $230.4 million, or 47.0% of revenue, compared to $205.2 million, or 46.2% of revenue, for the three months ended June 30, 2018. Included in gross profit were various charges for amortization of acquisition-related intangible assets and other acquisition-related costs and restructuring costs totaling $12.4 million and $6.2 million for the three months ended June 30, 2019 and 2018, respectively. Excluding these charges, our non-GAAP gross profit margins for the three months ended June 30, 2019 and 2018 were 49.5% and 47.6%, respectively. The increase in gross profit margin resulted from favorable product mix, operational improvements, accretive acquisitions and the positive impact of foreign currency translation.
Selling, General and Administrative
Our selling, general and administrative expenses for the three months ended June 30, 2019 increased to $124.5 million, or 25.4% of total revenue, from $110.6 million, or 24.9% of total revenue, for the comparable period in 2018. The increase was a result of the assumption of expenses associated with acquisitions.
Research and Development
Our research and development expenses for the three months ended June 30, 2019 increased to $48.5 million, or 9.9% of total revenue, from $43.6 million, or 9.8% of total revenue, for the comparable period in 2018. The increase was a result of the assumption of expenses associated with acquisitions.
Other Charges, Net
Other charges, net of $3.9 million recorded for the three months ended June 30, 2019 were primarily related to the BSI Segment and consisted of $0.8 million of restructuring costs related to closing facilities and implementing outsourcing and other restructuring initiatives, $0.8 million related to professional fees, $1.1 million of costs associated with our global information technology (IT) transformation initiative and $1.2 million of acquisition-related charges related to acquisitions completed in 2019 and 2018. The IT transformation initiative is a multi-year project aimed at updating and integrating our global enterprise resource planning and human resource information systems.
Other charges, net of $2.2 million recorded for the three months ended June 30, 2018 were primarily related to the BSI Segment and consisted of $0.6 million of restructuring costs related to closing facilities and implementing outsourcing and other restructuring initiatives, $0.6 million related to professional fees, $0.9 million of costs associated with our global IT transformation initiative and $0.1 million of acquisition-related charges related to acquisitions completed in 2018 and 2017.
Operating Income
Operating income for the three months ended June 30, 2019 was $53.5 million, resulting in an operating margin of 10.9%, compared to operating income of $48.8 million, and an operating margin of 11.0%, for the three months ended June 30, 2018. Included in operating income were various charges for amortization of acquisition-related intangible assets and other acquisition-related costs and restructuring costs totaling $20.2 million and $10.1 million for the three
33
months ended June 30, 2019 and 2018, respectively. Excluding these charges, our non-GAAP operating margins for the three months ended June 30, 2019 and 2018 were 15.0% and 13.3%, respectively. The non-GAAP operating margin expansion was primarily due to favorable product mix, operational improvements, accretive acquisitions and the positive impact of foreign currency translation.
Interest and Other Income (Expense), Net
Interest and other income (expense), net during the three months ended June 30, 2019 was an expense of $5.9 million compared to an expense of $5.5 million for the comparable period of 2018.
During the three months ended June 30, 2019, the primary components within interest and other income (expense), net were net interest expense of $3.7 million, realized and unrealized losses on foreign currency denominated transactions of $1.5 million and $0.6 million related to pension plan expenses. During the three months ended June 30, 2018, the primary components within interest and other income (expense), net were net interest expense of $2.6 million, realized and unrealized losses on foreign currency denominated transactions of $1.5 million and $1.3 million related to pension plan expenses.
Income Tax Provision
The 2019 and 2018 effective tax rates were estimated using projected annual pre-tax income on a jurisdictional basis. Expected tax benefits, including tax credits and incentives, the impact of changes to valuation allowances and the effect of jurisdictional differences in statutory tax rates were also considered in the calculation.
The income tax provision for the three months ended June 30, 2019 and 2018 was $10.6 million and $11.8 million, respectively, representing effective tax rates of 22.3% and 27.3%, respectively. The decrease in our effective tax rate was primarily due to the impact of a favorable non-recurring discrete item in the period.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests for the three months ended June 30, 2019 and 2018 was $0.5 million and $0.3 million, respectively. The net income attributable to noncontrolling interests represented the minority shareholders' proportionate share of the net income recorded by our majority-owned subsidiaries.
Net Income Attributable to Bruker Corporation
Our net income attributable to Bruker for the three months ended June 30, 2019 was $36.5 million, or $0.23 per diluted share, compared to $31.2 million, or $0.20 per diluted share, for the comparable period in 2018. The increase in net income and earnings per diluted share was primarily driven by the increase in revenue and significant gross and operating profit improvements.
Reportable Segment Revenue
The following table presents revenue, change in revenue and revenue growth by reportable segment (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
Percentage |
|
||||
|
|
|
2019 |
|
2018 |
|
Dollar Change |
|
Change |
|
|||
|
BSI |
|
$ |
442.4 |
|
$ |
402.4 |
|
$ |
40.0 |
|
9.9 |
% |
|
BEST |
|
|
51.9 |
|
|
42.7 |
|
|
9.2 |
|
21.5 |
% |
|
Eliminations (a) |
|
|
(4.1) |
|
|
(1.4) |
|
|
(2.7) |
|
|
|
|
|
|
$ |
490.2 |
|
$ |
443.7 |
|
$ |
46.5 |
|
10.5 |
% |
(a) Represents product and service revenue between reportable segments.
34
BSI Segment Revenue
BSI Segment revenue increased by $40.0 million, or 9.9%, to $442.4 million for the three months ended June 30, 2019, compared to $402.4 million for the three months ended June 30, 2018. Revenue includes approximately $37.5 million attributable to recent acquisitions and approximately $11.2 million from the unfavorable impact of foreign currency translation. Excluding the effects of foreign currency translation and our recent acquisitions, organic revenue, a non-GAAP measure, increased by $13.7 million, or 3.4%. The constant currency revenue growth for the period ended June 30, 2019 was $51.2 million or 12.7%.
The Bruker BioSpin Group revenue increased during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily due to growth in the system revenue, which included the revenue recognition of a 1.0 GHz system, as well as aftermarket revenue.
The Bruker CALID Group revenue increased during the three months ended June 30, 2019 compared to the three months ended June 30, 2018, as a result of continued demand for mass spectrometry and microbiology products and contributions from acquisitions.
The Bruker Nano Group revenue increased during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily from contributions from our recent acquisitions.
System revenue and aftermarket revenue as a percentage of total BSI Segment revenue were as follows (dollars in millions):
BEST Segment Revenue
BEST Segment revenue increased $9.2 million, or 21.5%, to $51.9 million for the three months ended June 30, 2019, compared to $42.7 million for the comparable period in 2018. The increase in revenue resulted primarily from shipments of superconductors and project completion.
System and wire revenue and aftermarket revenue as a percentage of total BEST Segment revenue were as follows (dollars in millions):
Gross Profit and Operating Expenses
For the three months ended June 30, 2019, gross profit margin in the BSI Segment increased to 50.1% from 49.4% compared to the three months ended June 30, 2018. BEST Segment gross margin increased to 17.1% from 15.9% for the three months ended June 30, 2019 and 2018, respectively.
35
In the three months ended June 30, 2019, selling, general and administrative expenses and research and development expenses in the BSI Segment increased to $167.3 million, or 37.8% of segment revenue, from $149.1 million, or 37.1% of segment revenue in the comparable period in 2018. The increase was a result of the assumption of expenses associated with acquisitions.
Selling, general and administrative expenses and research and development expenses in the BEST Segment were $5.7 million, or 11.0% of segment revenue, compared to $5.1 million, or 11.9% of segment revenue, for the comparable period in 2018. The decrease as a percentage of revenue was a result of higher revenue in the three months ended June 30, 2019.
Operating Income
The following table presents operating income and operating margins on revenue by reportable segment (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
||||||||
|
|
|
2019 |
|
2018 |
|
||||||
|
|
|
|
|
|
Percentage of |
|
|
|
|
Percentage of |
|
|
|
|
Operating |
|
Segment |
|
Operating |
|
Segment |
|
||
|
|
|
Income |
|
Revenue |
|
Income |
|
Revenue |
|
||
|
BSI |
|
$ |
50.7 |
|
11.5 |
% |
$ |
47.2 |
|
11.7 |
% |
|
BEST |
|
|
3.1 |
|
6.0 |
% |
|
1.7 |
|
4.0 |
% |
|
Corporate, eliminations and other (a) |
|
|
(0.3) |
|
|
|
|
(0.1) |
|
|
|
|
Total operating income |
|
$ |
53.5 |
|
10.9 |
% |
$ |
48.8 |
|
11.0 |
% |
(a) Represents corporate costs and eliminations not allocated to the reportable segments.
BSI Segment operating income for the three months ended June 30, 2019 was $50.7 million, resulting in an operating margin of 11.5%, compared to operating income of $47.2 million, resulting in an operating margin of 11.7%,for the comparable period in 2018. Operating income included $19.8 million and $9.9 million in the three months ended June 30, 2019 and 2018, respectively, of various charges for amortization of acquisition-related intangible assets and other acquisition-related costs, restructuring costs and costs associated with our global IT transformation initiative. Excluding these charges, non-GAAP operating margins were 15.9% and 14.2% for the three months ended June 30, 2019 and 2018, respectively. While the GAAP operating margin was relatively flat compared to the same period in the prior year, the non-GAAP operating margin increase was primarily a result of favorable product mix, operational improvements , accretive acquisitions and the positive impact of foreign currency translation.
BEST Segment operating income increased for the three months ended June 30, 2019 to $3.1 million, resulting in an operating margin of 6.0%, compared to operating income of $1.7 million, resulting in an operating margin of 4.0%, for the comparable period in 2018. Operating income included $0.4 million and $0.2 million in the three months ended June 30, 2019 and 2018, respectively, of various charges for amortization of acquisition-related intangible assets and other acquisition-related costs and restructuring costs. Excluding these charges, non-GAAP operating margins were 6.7% and 4.4% for the three months ended June 30, 2019 and 2018, respectively. GAAP and non-GAAP operating margins increased primarily due to increased revenue volume, product mix and operational improvements.
Six Months Ended June 30, 2019 compared to the Six Months Ended June 30, 2018
36
Consolidated Results
The following table presents our results for the six months ended June 30, 2019 and 2018 (dollars in millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||
|
|
|
2019 |
|
2018 |
||
|
Product revenue |
|
$ |
794.7 |
|
$ |
720.3 |
|
Service revenue |
|
|
155.9 |
|
|
151.2 |
|
Other revenue |
|
|
1.0 |
|
|
3.9 |
|
Total revenue |
|
|
951.6 |
|
|
875.4 |
|
|
|
|
|
|
|
|
|
Cost of product revenue |
|
|
407.5 |
|
|
374.3 |
|
Cost of service revenue |
|
|
98.9 |
|
|
95.6 |
|
Cost of other revenue |
|
|
0.1 |
|
|
0.9 |
|
Total cost of revenue |
|
|
506.5 |
|
|
470.8 |
|
Gross profit |
|
|
445.1 |
|
|
404.6 |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
244.6 |
|
|
220.9 |
|
Research and development |
|
|
94.9 |
|
|
86.8 |
|
Other charges, net |
|
|
10.2 |
|
|
10.0 |
|
Total operating expenses |
|
|
349.7 |
|
|
317.7 |
|
Operating income |
|
|
95.4 |
|
|
86.9 |
|
|
|
|
|
|
|
|
|
Interest and other income (expense), net |
|
|
(9.4) |
|
|
(7.8) |
|
Income before income taxes and noncontrolling interest in consolidated subsidiaries |
|
|
86.0 |
|
|
79.1 |
|
Income tax provision |
|
|
18.3 |
|
|
20.2 |
|
Consolidated net income |
|
|
67.7 |
|
|
58.9 |
|
Net income attributable to noncontrolling interests in consolidated subsidiaries |
|
|
0.4 |
|
|
0.7 |
|
Net income attributable to Bruker Corporation |
|
$ |
67.3 |
|
$ |
58.2 |
|
|
|
|
|
|
|
|
|
Net income per common share attributable to Bruker Corporation shareholders: |
|
|
|
|
|
|
|
Basic |
|
$ |
0.43 |
|
$ |
0.37 |
|
Diluted |
|
$ |
0.43 |
|
$ |
0.37 |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
Basic |
|
|
156.4 |
|
|
156.0 |
|
Diluted |
|
|
157.7 |
|
|
157.0 |
Revenue
For the six months ended June 30, 2019, our revenue increased $76.2 million, or 8.7%, to $951.6 million, compared to $875.4 million for the comparable period in 2018. Included in revenue was an increase of approximately $64.5 million from acquisitions and a decrease of $33.0 million from foreign currency translation. Excluding the effects of foreign currency translation and our recent acquisitions, our organic revenue, a non-GAAP measure, increased by $44.7 million, or 5.1%. The constant currency revenue growth for the period ended June 30, 2019 was $109.2 million or 12.5%.
BSI Segment revenue increased by $69.8 million, or 8.8%, to $859.2 million for the six months ended June 30, 2019, compared to $789.4 million for the six months ended June 30, 2018. BEST Segment revenue increased by $11.4 million, or 12.9%, to $99.7 million for the six months ended June 30, 2019, compared to $88.3 million for the six months ended June 30, 2018.
37
Please see the Segment Results section later in this section for additional discussion of our financial results by segment.
Gross Profit
Gross profit for the six months ended June 30, 2019 was $445.1 million, or 46.8% of revenue, compared to $404.6 million, or 46.2% of revenue, for the six months ended June 30, 2018. Included in gross profit were various charges for amortization of acquisition-related intangible assets and other acquisition-related costs and restructuring costs totaling $23.2 million and $11.8 million for the six months ended June 30, 2019 and 2018, respectively. Excluding these charges, our non-GAAP gross profit margins for the six months ended June 30, 2019 and 2018 were 49.2% and 47.6%, respectively. The increase in gross profit margin resulted primarily from favorable product mix, operational improvements , accretive acquisitions and the positive impact of foreign currency translation.
Selling, General and Administrative
Our selling, general and administrative expenses for the six months ended June 30, 2019 increased to $244.6 million, or 25.7% of total revenue, from $220.9 million, or 25.2% of total revenue, for the comparable period in 2018. The increase was a result of the assumption of expenses associated with acquisitions.
Research and Development
Our research and development expenses for the six months ended June 30, 2019 increased to $94.9 million, or 10.0% of total revenue, from $86.8 million, or 9.9% of total revenue, for the comparable period in 2018. The increase was a result of the assumption of expenses associated with acquisitions.
Other Charges, Net
Other charges, net of $10.2 million recorded for the six months ended June 30, 2019 were primarily related to the BSI Segment and consisted of $1.9 million of restructuring costs related to closing facilities and implementing outsourcing and other restructuring initiatives, $1.3 million related to professional fees, $2.0 million of costs associated with our global IT transformation initiative and $5.0 million of acquisition-related charges related to acquisitions completed in 2019 and 2018.
Other charges, net of $10.0 million recorded for the six months ended June 30, 2018 were primarily related to the BSI Segment and consisted of $3.9 million of restructuring costs related to closing facilities and implementing outsourcing and other restructuring initiatives, $2.6 million related to professional fees, $2.4 million of costs associated with our global IT transformation initiative and $1.1 million of acquisition-related charges related to acquisitions completed in 2018 and 2017.
Operating Income
Operating income for the six months ended June 30, 2019 was $95.4 million, resulting in an operating margin of 10.0%, compared to operating income of $86.9 million, and an operating margin of 9.9%, for the six months ended June 30, 2018. Included in operating income were various charges for amortization of acquisition-related intangible assets and other acquisition-related costs and restructuring costs totaling $40.6 million and $24.9 million for the six months ended June 30, 2019 and 2018, respectively. Excluding these charges, our non-GAAP operating margins for the six months ended June 30, 2019 and 2018 were 14.3% and 12.8%, respectively. The non-GAAP operating margin expansion was primarily due to favorable product mix, operational improvements , accretive acquisitions and the positive impact of foreign currency translation.
Interest and Other Income (Expense), Net
Interest and other income (expense), net during the six months ended June 30, 2019 was an expense of $9.4 million compared to an expense of $7.8 million for the comparable period of 2018.
38
During the six months ended June 30, 2019, the primary components within interest and other income (expense), net were net interest expense of $6.8 million, realized and unrealized losses on foreign currency denominated transactions of $1.4 million and $1.2 million related to pension plan expenses. During the six months ended June 30, 2018, the primary components within interest and other income (expense), net were net interest expense of $6.0 million, realized and unrealized losses on foreign currency denominated transactions of $1.0 million and $1.3 million related to pension plan expenses.
Income Tax Provision
The 2019 and 2018 effective tax rates were estimated using projected annual pre-tax income on a jurisdictional basis. Expected tax benefits, including tax credits and incentives, the impact of changes to valuation allowances and the effect of jurisdictional differences in statutory tax rates were also considered in the calculation.
The income tax provision for the six months ended June 30, 2019 and 2018 was $18.3 million and $20.2 million, respectively, representing effective tax rates of 21.3% and 25.5%, respectively. The decrease our effective tax rate for the six months ended June 30, 2019, compared to the same period in 2018, was primarily due to the recording of items related to the update of a one-time tax on the mandatory deemed repatriation of post-1986 untaxed foreign earnings and profits (toll charge) assessed under the Tax Cuts and Jobs Act (2017 Tax Act) due to the release of final regulations issued during the period ended March 31, 2019, as well as, due to the impact of a favorable non-recurring discrete item in the period.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests for the six months ended June 30, 2019 and 2018 was $0.4 million and $0.7 million, respectively. The net income attributable to noncontrolling interests represented the minority shareholders' proportionate share of the net income recorded by our majority-owned subsidiaries.
Net Income Attributable to Bruker Corporation
Our net income attributable to Bruker for the six months ended June 30, 2019 was $67.3 million, or $0.43 per diluted share, compared to $58.2 million, or $0.37 per diluted share, for the comparable period in 2018. The increase in net income and earnings per diluted share was primarily driven by the increase in revenue and significant year-over-year margin improvements.
Reportable Segment Revenue
The following table presents revenue, change in revenue and revenue growth by reportable segment (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
Percentage |
|
|||
|
|
|
2019 |
|
2018 |
|
Dollar Change |
|
Change |
|
|||
|
BSI |
|
$ |
859.2 |
|
$ |
789.4 |
|
$ |
69.8 |
|
8.8 |
% |
|
BEST |
|
|
99.7 |
|
|
88.3 |
|
|
11.4 |
|
12.9 |
% |
|
Eliminations (a) |
|
|
(7.3) |
|
|
(2.3) |
|
|
(5.0) |
|
|
|
|
|
|
$ |
951.6 |
|
$ |
875.4 |
|
$ |
76.2 |
|
8.7 |
% |
| (a) | Represents product and service revenue between reportable segments. |
BSI Segment Revenue
BSI Segment revenue increased by $69.8 million, 8.8%, to $859.2 million for the six months ended June 30, 2019, compared to $789.4 million for the six months ended June 30, 2018. Revenue includes approximately $63.5 million attributable to recent acquisitions and approximately $28.5 million from the unfavorable impact of foreign currency
39
translation. Excluding the effects of foreign currency translation and our recent acquisitions, organic revenue, a non-GAAP measure, increased by $34.8 million, or 4.4%. The constant currency revenue growth for the period ended June 30, 2019 was $98.3 million or 12.5%.
The Bruker BioSpin Group revenue increased during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 due to growth in the system revenue, which included the revenue recognition of a 1.0 GHz system, as well as aftermarket revenue.
The Bruker CALID Group revenue increased during the six months ended June 30, 2019 compared to the six months ended June 30, 2018, as a result of continued demand for mass spectrometry and microbiology products and contributions from acquisitions.
The Bruker Nano Group revenue increased during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily as a result of higher revenues from our recent acquisitions.
System revenue and aftermarket revenue as a percentage of total BSI Segment revenue were as follows (dollars in millions):
BEST Segment Revenue
BEST Segment revenue increased $11.4 million, or 12.9%, to $99.7 million for the six months ended June 30, 2019, compared to $88.3 million for the comparable period in 2018. The increase in revenue resulted primarily from shipments of superconductors and project completion.
System and wire revenue and aftermarket revenue as a percentage of total BEST Segment revenue were as follows (dollars in millions):
Gross Profit and Operating Expenses
For the six months ended June 30, 2019, gross profit margin in the BSI Segment increased to 49.8% from 49.4% compared to the six months ended June 30, 2018. BEST Segment gross margin increased to 17.4% from 16.2% for the six months ended June 30, 2019 and 2018, respectively.
In the six months ended June 30, 2019, selling, general and administrative expenses and research and development expenses in the BSI Segment increased to $328.5 million, or 38.2% of segment revenue, from $297.4 million, or 37.7% of segment revenue in the comparable period in 2018. The increase was a result of the assumption of expenses associated with acquisitions.
40
Selling, general and administrative expenses and research and development expenses in the BEST Segment were $11.0 million, or 11.0% of segment revenue, compared to $10.3 million, or 11.7% of segment revenue, for the comparable period in 2018. The decrease as a percentage of revenue was a result of higher revenue in the six months ended June 30, 2019.
Operating Income
The following table presents operating income and operating margins on revenue by reportable segment (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
||||||||
|
|
|
|
2019 |
|
2018 |
|
|||||
|
|
|
|
|
|
Percentage of |
|
|
|
|
Percentage of |
|
|
|
|
Operating |
|
Segment |
|
Operating |
|
Segment |
|
||
|
|
|
Income |
|
Revenue |
|
Income |
|
Revenue |
|
||
|
BSI |
|
$ |
89.3 |
|
10.4 |
% |
$ |
82.9 |
|
10.5 |
% |
|
BEST |
|
|
6.2 |
|
6.2 |
% |
|
3.9 |
|
4.4 |
% |
|
Corporate, eliminations and other (a) |
|
|
(0.1) |
|
|
|
|
0.1 |
|
|
|
|
Total operating income |
|
$ |
95.4 |
|
10.0 |
% |
$ |
86.9 |
|
9.9 |
% |
(a) Represents corporate costs and eliminations not allocated to the reportable segments.
BSI Segment operating income for the six months ended June 30, 2019 was $89.3 million, resulting in an operating margin of 10.4%, compared to operating income of $82.9 million, resulting in an operating margin of 10.5%, for the comparable period in 2018. Operating income included $40.1 million and $24.6 million in the six months ended June 30, 2019 and 2018, respectively, of various charges for amortization of acquisition-related intangible assets and other acquisition-related costs, restructuring costs and costs associated with our global IT transformation initiative. Excluding these charges, non-GAAP operating margins were 15.1% and 13.6% for the six months ended June 30, 2019 and 2018, respectively. While the GAAP operating margin was relatively flat compared to the same period in the prior year, the non-GAAP operating margin increase was primarily a result of favorable product mix, operational improvements, accretive acquisitions and the positive impact of foreign currency translation.
BEST Segment operating income increased for the six months ended June 30, 2019 to $6.2 million, resulting in an operating margin of 6.2%, compared to operating income of $3.9 million, resulting in an operating margin of 4.4%, for the comparable period in 2018. Operating income included $0.5 million and $0.3 million in the six months ended June 30, 2019 and 2018, respectively, of various charges for amortization of acquisition-related intangible assets and other acquisition-related costs and restructuring costs. Excluding these charges, non-GAAP operating margins were 6.7% and 4.8% for the six months ended June 30, 2019 and 2018, respectively. GAAP and non-GAAP operating margins increased primarily due to increased revenue volume, product mix and operational improvements.
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, repurchases 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 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.
During the six months ended June 30, 2019, net cash provided by operating activities was $24.8 million, resulting from consolidated net income adjusted for non-cash items of $118.0 million, partially offset by an increase in operating assets and liabilities, net of acquisitions and divestitures of $93.2 million. The increase in operating assets and liabilities, net of acquisitions and divestitures for the six months ended June 30, 2019 was primarily caused by an increase in inventory for orders in 2019.
41
During the six months ended June 30, 2018, net cash provided by operating activities was $79.9 million, resulting from consolidated net income adjusted for non-cash items of $113.6 million, partially offset by an increase in operating assets and liabilities, net of acquisitions and divestitures of $33.7 million. The increase in operating assets and liabilities, net of acquisitions and divestitures for the six months ended June 30, 2018 was primarily caused by cash received for accounts receivable.
During the six months ended June 30, 2019, net cash used in investing activities was $106.6 million, compared to net cash provided by investing activities of $62.0 million during the six months ended June 30, 2018. Cash used in investing activities during the six months ended June 30, 2019 was caused by cash paid for acquisitions of $71.9 million, purchases of property, plant and equipment of $28.6 million and purchases of short-term investments of $6.4 million. Cash provided by investing activities during the six months ended June 30, 2018 was primarily caused by the maturities of short-term investments of $117.0 million, offset by the cash paid for acquisitions of $37.6 million and net purchases of property, plant and equipment of $17.4 million.
During the six months ended June 30, 2019, net cash provided by financing activities was $41.6 million, compared to net cash used in financing activities of $203.6 million during the six months ended June 30, 2018. Net cash provided by financing activities during the six months ended June 30, 2019 was primarily attributable to $200.6 million in proceeds from borrowings under the 2015 Credit Agreement and $5.8 million of proceeds from the issuance of common stock, net. This was offset by $100.0 million of repurchases of common stock under our repurchase program, $28.5 million of borrowings under the 2015 Credit Agreement, $15.0 million repayment under the Note Purchase Agreement, $12.6 million used for the payment of dividends and $4.6 million repayment of other debt. Net cash used in financing activities during the six months ended June 30, 2018 was primarily attributable to repayment of $202.5 million of borrowings under the 2015 Credit Agreement, described below; and $12.5 million used for the payment of dividends. This was offset by $7.5 million in proceeds from borrowings under the 2015 Credit Agreement, described below; and $7.0 million of proceeds from the issuance of common stock, net.
In May 2019, our Board of Directors approved the Repurchase Program which authorizes the repurchase of common stock in the amount of up to $300.0 million from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. We repurchased a total of 2,300,635 shares at an aggregate cost of $100.0 million in the three and six months ended June 30, 2019. No repurchases occurred in the three and six months ended June 30, 2018. The remaining authorization as of August 2, 2019 is $200.0 million and this Repurchase Program expires on May 13, 2021. We intend to fund any additional repurchases from cash on hand, future cash flows from operations and available borrowings under our revolving credit facility.
The repurchased shares are reflected within Treasury stock in the accompanying consolidated balance sheet at June 30, 2019.
Cash at June 30, 2019 and December 31, 2018 totaled $282.5 million and $322.4 million, respectively, of which $248.6 million and $280.9 million, respectively, related to foreign cash and short-term investments, most significantly in the Netherlands and Switzerland.
At December 31, 2018, we recorded state income and foreign withholding taxes on the cash and liquid assets portion of the unremitted earnings and profits (E&P) of foreign subsidiaries expected to be repatriated from our foreign subsidiaries to the United States, except for amounts from certain subsidiaries, which we have asserted to be indefinitely reinvested. Specifically, we assert that a total of $1.328 billion of unremitted foreign earnings is indefinitely reinvested. This figure is comprised of $875.0 million in unremitted earnings, as well as $453.4 million of non-cash E&P in all other jurisdictions. 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 estimate the amount of unrecognized deferred withholding taxes on the undistributed E&P to be approximately $48.5 million at December 31, 2018.
We recorded tax expense associated with the Global Intangible Low-Taxed Income (GILTI) provisions of the 2017 Tax Act as of June 30, 2019 and December 31, 2018. Companies are allowed to adopt an accounting policy to either
42
recognize deferred taxes for GILTI or treat such as a tax cost in the year incurred. We have determined to treat such as a tax cost in the year incurred. As such, we did not record a deferred income tax expense or benefit related to the GILTI provisions of the 2017 Tax Act in the consolidated statement of income for the three and six months ended June 30, 2019 or the year ended December 31, 2018.
As of June 30, 2019, we had approximately $43.2 million of net operating loss carryforwards available to reduce state taxable income; approximately $92.5 million of net operating losses available to reduce German federal income and trade taxes that are carried forward indefinitely; $5.8 million of other foreign net operating losses available that are carried forward indefinitely and $5.6 million of other foreign net operating losses that are expected to expire at various times in 2019. We also had U.S. state research and development tax credits of $8.6 million. Utilization of these credits and state net operating losses may be subject to annual limitations due to the ownership percentage change limitations provided by the Internal Revenue Code Section 382 and similar state provisions. In the event of a deemed change in control under Internal Revenue Code Section 382, an annual limitation on the utilization of net operating losses and credits may result in the expiration of all or a portion of the net operating loss and credit carryforwards.
At June 30, 2019, we had outstanding debt totaling $494.2 million, consisting of $205.0 million outstanding under the Note Purchase Agreement described below; $285.9 million outstanding under the 2015 Credit Agreement described below and $3.8 million under capital lease obligations and other loans. These amounts were offset by unamortized debt issuance costs under the Note Purchase Agreement of $0.5 million. At December 31, 2018, we had outstanding debt totaling $341.1 million, consisting of $220.0 million outstanding under the Note Purchase Agreement described below, $111.6 million outstanding under the revolving loan component of the 2015 Credit Agreement described below, $7.1 million under capital lease obligations and other loans and $2.9 million under other revolving loans. These amounts were offset by unamortized debt issuance costs under the Note Purchase Agreement of $0.5 million.
The following is a summary of the maximum commitments and the net amounts available to us under the 2015 Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at June 30, 2019 (dollars in millions):
On October 27, 2015, we entered into the 2015 Credit Agreement, and terminated the prior credit agreement. The 2015 Credit Agreement provides a maximum commitment on the revolving credit line of $500.0 million and a maturity date of October 2020. Borrowings under the revolving credit line accrue interest, at our option, at either (a) the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, and (iii) adjusted LIBOR plus 1.00%, plus margins ranging from 0.00% to 0.30% or (b) LIBOR, plus margins ranging from 0.90% to 1.30%. There is also a facility fee ranging from 0.10% to 0.20%.
Borrowings under the 2015 Credit Agreement are secured by guarantees from certain material subsidiaries, as defined in the 2015 Credit Agreement. The 2015 Credit Agreement also requires us to maintain certain financial ratios related to maximum leverage and minimum interest coverage. Specifically, our leverage ratio cannot exceed 3.5 and our interest coverage ratio cannot be less than 2.5. In addition to the financial ratios, the 2015 Credit Agreement contains negative covenants, including among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends and transactions with affiliates. Failure to comply with any of these restrictions or covenants may result in an event of default on the 2015 Credit Agreement, which could permit acceleration of the debt and require us to prepay the debt before its scheduled due date.
43
As of June 30, 2019, we were in compliance with the covenants, as defined by both the 2015 Credit Agreement and the Note Purchase Agreement.
In January 2012, we entered into the Note Purchase Agreement, with a group of accredited institutional investors. Pursuant to the Note Purchase Agreement , we issued and sold $240.0 million of Senior Notes, which consist of the following:
| ● | $20.0 million 3.16% Series 2012A Senior Notes, Tranche A, due January 18, 2017; |
| ● | $15.0 million 3.74% Series 2012A Senior Notes, Tranche B, due January 18, 2019; |
| ● | $105.0 million 4.31% Series 2012A Senior Notes, Tranche C, due January 18, 2022; and |
| ● | $100.0 million 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024. |
On January 18, 2017, the outstanding $20.0 million principal amount of Tranche A of the Senior Notes was repaid in accordance with the terms of the Note Purchase Agreement. On January 18, 2019, the outstanding $15.0 million principal amount of Tranche B of the Senior Notes was repaid in accordance with the terms of the Note Purchase Agreement.
RECENT ACCOUNTING PRONOUNCEMENTS
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements of fair value measurements, including the consideration of costs and benefits. This ASU is effective for us in fiscal years beginning after December 15, 2019. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which provides new guidance intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This ASU is effective for us in fiscal years beginning after December 15, 2018. The adoption of this ASU did not have a material impact on our consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. This ASU will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact on our financial position, results of operations or statements of cash flows upon adoption.
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are potentially exposed to market risks associated with changes in foreign currency, 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 and interest rate risk include market valuations and sensitivity analysis.
Impact of Foreign Currencies
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.
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However, for foreign currency denominated sales in certain regions, such as Japan, where we do not incur significant costs denominated in that foreign currency, 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 decreased our revenue by 3.8% for the six months ended June 30, 2019 and increased our revenue by approximately 5.5% for the six months ended June 30, 2018.
Assets and liabilities of our foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. dollars using period-end exchange rates. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity. For the six months ended June 30, 2019 and 2018, we recorded net (losses) gains from currency translation adjustments of ($2.4) million and ($14.6) 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. Our foreign exchange (losses) gains, net were ($1.4) million and ($1.0) million, for the six month periods ended June 30, 2019 and 2018, respectively.
From time to time, we have entered into foreign exchange 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 June 30, 2019 and December 31, 2018, we had foreign exchange contracts with notional amounts aggregating $104.2 million and $102.4 million, respectively. We will continue to evaluate our currency risks and in the future may utilize foreign currency contracts more frequently.
Impact of Interest Rates
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, which limits our exposure to adverse movements in interest rates.
Impact of Commodity Prices
We are exposed to certain commodity risks associated with prices for various raw materials. The prices of copper and certain other raw materials, particularly niobium tin, used to manufacture superconductors have increased significantly over the last decade. Copper and niobium tin are the main components of low temperature superconductors and continued commodity price increases for copper and niobium as well as other raw materials may negatively affect our profitability. Periodically, we enter into commodity forward purchase contracts to minimize the volatility that fluctuations in the price of copper have on our sales of these products. At June 30, 2019 and December 31, 2018, we had fixed price commodity contracts with notional amounts aggregating $7.3 million and $6.8 million, respectively. We will continue to evaluate our commodity risks and may utilize commodity forward purchase contracts more frequently in the future.
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Inflation
We do not believe inflation had a material impact on our business or operating results during any of the periods presented.
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ITEM 4. |
CONTROLS AND PROCEDURES |
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act) that are designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and principal accounting officer) by others within our organization. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2019. Based on this evaluation our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2019 to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 consolidated financial statements.
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.
In August 2018, the Korea Fair Trade Commission (KFTC) informed us that it was conducting an investigation into the public tender bidding activities of a number of life science instrument companies operating in Korea, including Bruker Korea Co., Ltd (Bruker Korea). We cooperated fully with the KFTC and on June 16, 2019, the KFTC announced its decision to impose a fine of approximately $20,000 on Bruker Korea and declined to impose any criminal liability against Bruker Korea in connection with this matter.
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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 Form 10-K for the year ended December 31, 2018, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
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There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
The following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of our common stock during each month in the second quarter of 2019.
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(1) |
Represents shares repurchased under a $300.0 million share repurchase program approved by the Board of Directors and announced on May 10, 2019, under which repurchases of common stock may occur 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, |
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(2) |
The Repurchase Program authorizes purchases of up to $300.0 million of our common stock over a two-year period commencing May 14, 2019. As of June 30, 2019, we have repurchased shares of common stock with an aggregate purchase price of approximately $100.0 million. The remaining authorization under the Repurchase Program is $200.0 million as of August 2, 2019. The Repurchase Program expires May 13, 2021 and can be suspended, modified or terminated at any time without prior notice. |
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ITEM 6. |
EXHIBITS |
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Exhibit
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Description |
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10.1† |
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Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement(1) |
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10.2† |
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Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement(1) |
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10.3† |
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Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Agreement(1) |
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31.1 |
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31.2 |
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32.1 |
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101 |
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The following materials from the Bruker Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Unaudited Condensed Consolidated Statements of Income and Comprehensive Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Shareholders’ Equity, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows and (v) Notes to the Unaudited Condensed Consolidated Financial Statements(1) |
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104 |
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Cover page Interactive Data File (formatted as iXBRL with applicable taxonomy information contained in Exhibits 101) |
(1) Filed herewith.
(2) Furnished herewith.
† Designates management contract or compensatory plan or arrangement.
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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.
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BRUKER CORPORATION |
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Date: August 9, 2019 |
By: |
/s/ FRANK H. LAUKIEN, PH.D. |
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Frank H. Laukien, Ph.D. |
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President, Chief Executive Officer and Chairman |
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(Principal Executive Officer) |
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Date: August 9, 2019 |
By: |
/s/ GERALD N. HERMAN |
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Gerald N. Herman |
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Chief Financial Officer and Vice President |
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(Principal Financial Officer and Principal Accounting Officer) |
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Exhibit 10.1
BRUKER CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
UNDER 2016 INCENTIVE COMPENSATION PLAN
This Incentive Stock Option Agreement is entered into [date] by and between Bruker Corporation, a Delaware corporation with a principal place of business in Billerica, Massachusetts (the “Company”) and [Name] (the “Participant”). The Company and its subsidiaries are herein together
referred to as the “Company”.
1. The Company desires to grant the Participant an incentive stock option under the Company’s 2016 Incentive Compensation Plan (the “2016 Plan”) to acquire shares of the Company’s common stock, $.01 par value per share (the “Shares”).
2. Section 6 of the 2016 Plan provides that each option is to be evidenced by an award agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Participant hereby agree as follows:
1. Grant of Option. The Company hereby grants under the 2016 Plan and subject to the terms and conditions of the 2016 Plan to the Participant an incentive stock option (the “Option”) to
purchase all or any part of an aggregate of [number of shares spelled out][number of shares] Shares on the terms and conditions hereinafter set forth.
2. Purchase Price. The purchase price per Share (“Purchase Price”) for the Shares covered by the Option shall be $[price] per Share.
3. Time of Exercise of Option.
(a) The Option shall not be exercisable prior to one (1) year from grant. Thereafter, the Option shall be exercisable as follows:
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Percentage of |
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Shares Becoming |
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Cumulative |
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Available for |
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Percentage |
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On or After |
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Exercise |
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Available |
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12 months |
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25% |
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25% |
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24 months |
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25% |
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50% |
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36 months |
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25% |
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75% |
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48 months |
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25% |
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100% |
Exercisability of the Option upon a Change in Control shall be determined as provided in Section 13 of the 2016 Plan.
4. Term of Options; Exercisability.
(a) Each Option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as herein provided.
(b) Except as otherwise provided in this Section 4, if the Participant ceases to be an employee of the Company, the Option granted to the Participant hereunder shall terminate on the date that is ninety (90) days after the Participant ceases to be an employee of the Company, or on the date on which the Option expires by its terms, whichever occurs first, and the Option shall not be exercisable after such date.
(c) If such termination of employment is because the Participant has become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), such Option shall terminate ninety (90) days from the date the Participant ceases to be an employee, or on the date on which the Option expires by its terms, whichever occurs first.
(d) If such termination of employment is “for cause”, all outstanding and unexercised portions of the Option as of the time the Participant is notified that the Participant’s
employment is terminated “for cause” will immediately be forfeited. For purposes of this Agreement, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any of its affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty,
unauthorized disclosure of confidential information, material failure or refusal to comply with Company’s published policies generally applicable to all employees, and conduct materially harmful to the business of the Company or any of its affiliates. The determination of the Compensation Committee (as defined in the 2016 Plan) as to the existence of “cause” will be conclusive on the Participant and the Company. In
addition, “cause” is not limited to events which have occurred prior to the Participant’s termination of employment, nor is it necessary that the Compensation Committee’s finding of “cause” occur prior to
termination. If the Compensation Committee determines, subsequent to the Participant’s termination of employment but prior to the exercise of the Option, or any portion thereof, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause”, then the right to exercise any outstanding unexercised portion of the Option will be immediately forfeited.
Notwithstanding the foregoing, any definition in an agreement between the Participant and the Company which (i) contains a conflicting definition of “cause” for termination and (ii) is in effect at the time of such termination shall supersede the definition in this Agreement with respect to the Participant.
(e) In the event of the death of the Participant, the Option granted to the Participant shall terminate ninety (90) days from the date of death, or on the date on which the Option expires by its terms, whichever occurs first.
(f) If the Participant ceases to be an employee of the Company, the Option shall be exercisable only to the extent that the right to purchase Shares under such Option, as provided in Section 3, has accrued and is in effect on the date of termination of employment.
(g) No partial exercise may be made for less than one (1) full Share.
(h) In the event of the death of the Participant, the Option may be exercised by the estate of the Participant, or by any person or persons who acquired the right to exercise the Option by will or pursuant to the laws of descent and distribution as a result of the death of the Participant, subject to Section 4(d) hereof.
5. Manner of Exercise of Option.
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(a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice (including electronic notice as may be permitted or required by the Company pursuant to Section 18 hereof) to the Company stating the number of Shares exercised and accompanied by payment in full for such Shares. Payment shall be made (a) in cash or by check payable to the order of the Company, (b) at the discretion of the Compensation Committee, and so long as there is no adverse tax or accounting impact to the Company, by delivery of Shares owned by the Participant having a fair market value equal in amount to the exercise price of the Option being exercised and having been held by the Participant for at least six months, (c) at the discretion of the Compensation Committee, by delivery of a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price, (d) at the discretion of the Compensation Committee, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares with a fair market value that does not exceed the aggregate exercise price, together with cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole Shares, or (e) at the discretion of the Compensation Committee, by any combination of (a), (b), (c) and (d) above. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not more than thirty (30) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the requirements of the Option. The Participant shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option.
6. Non-Transferability. The right of the Participant to exercise the Option shall not be assignable or transferable by the Participant otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Participant only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Participant or upon any attempted assignment or transfer, except as hereinabove provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, divorce, trustee process or similar process, whether legal or equitable, upon the Option.
7. Registration; Compliance with Laws and Regulations; Restrictive Legends.
(a) This Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to: (i) all applicable Federal and state laws, rules and regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Company shall, in its discretion, determine to be necessary or applicable. Moreover, the Option may not be exercised if its exercise, or the receipt of Shares pursuant
thereto, would be contrary to applicable law. The Company intends, but is not obligated, to register the Shares for issuance under the Securities Act of 1933, as amended (the “Act”), and to keep such registration effective throughout the period the Option is exercisable.
(b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Act, upon any date on which the Option is exercised in whole or in part, the Participant (or the person permitted to exercise the Option in the event of Participant’s death or incapacity) shall execute and deliver to the Company, prior to the delivery of any Shares by the Company pursuant to this Agreement, an agreement (in such form as the Company may
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specify) in which the Participant (or such person) represents and warrants that such Shares are being acquired for the Participant’s own account, for investment only and not with a view to public resale or distribution, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Act, which registration statement has become effective and is current with regard to the Shares being offered or sold; or (ii) a specific exemption from the registration requirements of the Securities Act.
Additionally, the Participant (or the person permitted to exercise the Option in the event of Participant’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company, in writing, such other agreements and other documents containing such provisions as the Company may require to assure compliance with applicable securities laws.
(c) The Participant acknowledges and agrees that (i) the certificates representing the Shares, if any, may bear such legend or legends as the Company in its sole discretion deems appropriate in order to assure compliance with applicable securities laws and (ii) the Company may refuse to register transfer of the Shares on the stock transfer records of the Company, and may give related instructions to its transfer agent, if any, to stop registration of such transfer if such proposed transfer, in the opinion of counsel satisfactory to the Company, would constitute a violation of any applicable securities law.
(d) In order to enable the Company to determine when it is entitled to a tax deduction upon the disposition of any Shares issued upon exercise of this Option, for the periods during which such a disposition would entitle the Company to such a deduction (generally, a disposition within two years from the date of grant of the Option or within one year from the date of exercise of the Option will entitle the Company to a deduction), all stock certificates of such Shares shall be held by the Participant in his or her name and not in the name of a broker, nominee or other person or entity, and shall bear a legend reflecting that such Shares were obtained upon exercise of an incentive stock option. The Participant acknowledges that the Company may send a Form W-2, W-2c or substitute therefor, as appropriate, to the Participant with respect to any income recognized by the Participant upon a disposition of the Shares for the periods during which such a disposition would entitle the Company to such a deduction. Nothing in this Section 7(d) shall restrict the Participant from selling, transferring or otherwise disposing of such Shares at any time, but only from holding such Shares in other than his or her own name.
8. Adjustments on Changes in Recapitalization, Reorganization and the Like. Adjustments on changes in recapitalization, reorganization and the like shall be made in accordance with Section 13 of the 2016 Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights. Nothing contained in the 2016 Plan or this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment of the Participant for the period within which this Option may be exercised.
10. Rights as a Shareholder. The Participant shall have no rights as a shareholder with respect to any Shares which may be purchased by exercise of this Option unless and until a certificate or certificates representing such Shares are duly issued and delivered to the Participant. Except as otherwise expressly provided in the 2016 Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.
11. Withholding Taxes. Whenever Shares are to be issued upon exercise of this Option, the Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy all Federal, foreign, state and local withholding tax requirements prior to issuance of the Shares and the delivery of any certificate or certificates for such Shares. The Participant may satisfy, totally or
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in part, the Participant’s tax obligations pursuant to this Section by electing to withhold or otherwise redeliver Shares acquired upon exercise of this Option.
12. Data Privacy.
(a) To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information and other data about Participant and to transfer this data to certain third parties such as brokers with whom Participant may elect to deposit any share capital under the Plan. This personal data may include, but is not limited to, Participant’s name, home address and telephone number, date of birth,social security number or other identification number, salary, nationality, job title, Shares held, and details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor.
(b) Participant hereby consents to the Company (or its payroll administrators) collecting, holding and processing Participant’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.
(c) Participant understands that this data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the United States.
(d) Participant understands that Participant may, at any time, view Participant’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Participant.
13. Recoupment. Participant acknowledges that any incentive-based compensation received by Participant from the Company hereunder or otherwise (including any proceeds realized from any exercise of an Option and/or sale of the Shares underlying such Option) shall be subject to recovery by the Company in the circumstances and manner provided in any recoupment policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Participant shall effectuate any such recovery at such time and in such manner as the Company may specify. As used herein the “recoupment policy” means and includes any policy of the type contemplated by Section 10D of the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities association applicable to the Company.
14. Qualification under Section 422. It is understood and intended that the Option granted hereunder shall qualify as an “incentive stock option” as defined in Section 422 of the Code. Accordingly, the Participant understands that in order for the Participant to obtain the benefits of an incentive stock option under Section 421 of the Code, no sale or other disposition may be made of any
Shares acquired upon exercise of the Option within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after the grant of the Option. If the Participant intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any such Shares within said periods, he or she hereby agrees to notify the Company within thirty (30) days after such disposition.
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15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of laws principles.
16. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Participant regarding the Option.
17. Counterparts. This Agreoement may be executed, including, without limitation, by facsimile or electronic signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
18. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the 2016 Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Participant also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the 2016 Plan.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above
written.
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PARTICIPANT |
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BRUKER CORPORATION |
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By: |
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By: |
/s/Frank H. Laukien, Ph.D. |
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[name] |
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Frank H. Laukien, Ph.D. |
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[street address] |
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Chairman, President, and CEO |
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[city, state, zip code] |
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[country] |
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6
Exhibit 10.2
BRUKER CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER 2016 INCENTIVE COMPENSATION PLAN
This Non-Qualified Stock Option Agreement is entered into [date] by and between Bruker Corporation, a Delaware corporation with a principal place of business in Billerica, Massachusetts (the “Company”) and [Name] (the “Participant”). The Company and its subsidiaries are herein together
referred to as the “Company”.
1. The Company desires to grant the Participant a non-qualified stock option under the Company’s 2016 Incentive Compensation Plan (the “2016 Plan”) to acquire shares of the Company’s common stock, $.01 par value per share (the “Shares”).
2. Section 6 of the 2016 Plan provides that each option is to be evidenced by an award agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained herein, the Company and the Participant hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants under the 2016 Plan and subject to the terms and conditions of the 2016 Plan to the Participant a non-qualified stock option (the “Option”) to purchase all or any part of an aggregate of [number of shares spelled out][number of shares] Shares on the terms and conditions hereinafter set forth. This option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
2. Purchase Price. The purchase price per Share (“Purchase Price”) for the Shares covered by the Option shall be $[price] per Share.
3. Time of Exercise of Option.
(a) The Option shall not be exercisable prior to one (1) year from grant. Thereafter, the Option shall only be exercisable as follows:
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Percentage of |
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Shares Becoming |
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Cumulative |
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Available for |
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On or After |
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Exercise |
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Available |
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12 months |
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25% |
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25% |
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24 months |
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25% |
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50% |
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36 months |
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25% |
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75% |
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48 months |
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25% |
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100% |
Exercisability of the Option upon a Change in Control shall be determined as provided in Section 13 of the 2016 Plan.
4. Term of Options; Exercisability.
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Term. |
(1) Each Option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as herein provided.
(2) Except as otherwise provided in this Section 4, if the Participant ceases to have the same relationship with the Company which was in existence on the date the Option was granted, the Option granted to the Participant hereunder shall terminate on the date that is ninety (90) days after the Participant ceases to have such relationship with the Company, or on the date on which the Option expires by its terms, whichever occurs first, and such Option shall not be exercisable after such date.
(3) If such termination of relationship is because the Participant has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), the Option shall terminate ninety (90) days from the date the Participant ceases to be a Participant, or on the date on which the Option expires by its terms, whichever occurs first.
(4) If the relationship of the Participant with the Company is terminated “for cause”, all outstanding and unexercised portions of the Option as of the time the Participant is notified that the Participant’s service is terminated “for cause” will immediately be forfeited. For purposes of this Agreement, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any of its affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with Company’s published policies generally applicable to all employees, and conduct materially harmful to the business of the Company or any of its affiliates. The determination of the Compensation Committee (as defined in the 2016 Plan) as to the existence of “cause” will be conclusive on the Participant and the Company. In
addition, “cause” is not limited to events which have occurred prior to the Participant’s termination of service, nor is it necessary that the Compensation Committee’s finding of “cause” occur prior to termination. If the Compensation Committee determines, subsequent to the Participant’s termination of service but prior to the exercise of the Option, or any portion thereof, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause”, then the right to exercise any outstanding unexercised portion of the Option will be immediately forfeited.
Notwithstanding the foregoing, any definition in an agreement between the Participant and the Company which (i) contains a conflicting definition of “cause” for termination and (ii) is in effect at the time of such termination shall supersede the definition in this Agreement with respect to the Participant.
(5) In the event of the death of the Participant, the Option granted to the Participant shall terminate ninety (90) days from the date of death, or on the date on which the Option expires by its terms, whichever occurs first.
(b) Exercisability.
(1) If the Participant ceases to have the same relationship with the Company which was in existence on the date the Option was granted, the Option granted to the Participant hereunder shall be exercisable only to the extent that the right to purchase Shares under such Option has accrued and is in effect on the date such Participant ceases to have such relationship with the Company.
(2) No partial exercise may be made for less than one (1) full Share.
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(3) In the event of the death of the Participant, the Option granted to such Participant may be exercised by the estate of such Participant, or by any person or persons who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of such Participant.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice (including electronic notice as may be permitted or required by the Company pursuant to Section 17 hereof) to the Company stating the number of Shares exercised and accompanied by payment in full for such Shares. Payment shall be made (a) in cash or by check payable to the order of the Company, (b) at the discretion of the Compensation Committee, and so long as there is no adverse tax or accounting impact to the Company, by delivery of Shares owned by the Participant having a fair market value equal in amount to the exercise price of the Option being exercised and having been held by the Participant for at least six months, (c) at the discretion of the Compensation Committee, by delivery of a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price, (d) at the discretion of the Compensation Committee, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares with a fair market value that does not exceed the aggregate exercise price, together with cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole Shares, or (e) at the discretion of the Compensation Committee, by any combination of (a), (b), (c) and (d) above. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not more than thirty (30) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the requirements of the Option. The Participant shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option.
6. Non-Transferability. The right of the Participant to exercise the Option shall not be assignable or transferable by the Participant otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Participant only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Participant or upon any attempted assignment or transfer, except as hereinabove provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option.
7. Registration; Compliance with Laws and Regulations; Restrictive Legends.
(a) This Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to: (i) all applicable Federal and state laws, rules and regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Company shall, in its discretion, determine to be necessary or applicable. Moreover, the Option may not be exercised if its exercise, or the receipt of Shares pursuant thereto, would be contrary to applicable law. The Company intends, but is not obligated, to register the Shares for issuance under the Securities Act of 1933, as amended (the “Act”), and to keep such registration effective throughout the period the Option is exercisable.
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(b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Act, upon any date on which the Option is exercised in whole or in part, the Participant (or the person permitted to exercise the Option in the event of Participant’s death or incapacity) shall execute and deliver to the Company, prior to the delivery of any Shares by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant (or such person) represents and warrants that such Shares are being acquired for the Participant’s own account, for investment only and not with a view to public resale or distribution, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Act, which registration statement has become effective and is current with regard to the Shares being offered or sold; or (ii) a specific exemption from the registration requirements of the Securities Act. Additionally, the Participant (or the person permitted to exercise the Option in the event of Participant’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company, in writing, such other agreements and other documents containing such provisions as the Company may require to assure compliance with applicable securities laws.
(c) The Participant acknowledges and agrees that (i) the certificates representing the Shares, if any, may bear such legend or legends as the Company in its sole discretion deems appropriate in order to assure compliance with applicable securities laws and (ii) the Company may refuse to register transfer of the Shares on the stock transfer records of the Company, and may give related instructions to its transfer agent, if any, to stop registration of such transfer if such proposed transfer, in the opinion of counsel satisfactory to the Company, would constitute a violation of any applicable securities law.
8. Adjustments on Changes in Recapitalization, Reorganization and the Like. Adjustments on Changes in Recapitalization, Reorganization and the Like shall be made in accordance with Section 13 of the 2016 Plan, as in effect on the date of this Agreement.
9. No Special Rights. Nothing contained in the 2016 Plan or this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment or other relationship of the Participant for the period within which this Option may be exercised.
10. Rights as a Shareholder. The Participant shall have no rights as a shareholder with respect to any Shares which may be purchased by exercise of this Option unless and until a certificate or certificates representing such Shares are duly issued and delivered to the Participant. Except as otherwise expressly provided in the 2016 Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.
11. Withholding Taxes. Whenever Shares are to be issued upon exercise of this Option, the Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy all Federal, foreign, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. The Participant may satisfy, totally or in part, the Participant’s tax obligations pursuant to this Section by electing to withhold or otherwise redeliver Shares acquired upon exercise of this Option.
12. Data Privacy.
(a) To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information and other data about Participant and to transfer this data to certain third parties such as brokers with whom Participant may elect to deposit any share capital under the Plan. This personal data
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may include, but is not limited to, Participant’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, Shares held, and details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor.
(b) Participant hereby consents to the Company (or its payroll administrators) collecting, holding and processing Participant’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.
(c) Participant understands that this data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the United States.
(d) Participant understands that Participant may, at any time, view Participant’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Participant.
13. Recoupment. Participant acknowledges that any incentive-based compensation received by Participant from the Company hereunder or otherwise (including any proceeds realized from any exercise of an Option and/or sale of the Shares underlying such Option) shall be subject to recovery by the Company in the circumstances and manner provided in any recoupment policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Participant shall effectuate any such recovery at such time and in such manner as the Company may specify. As used herein the “recoupment policy” means and includes any policy of the type contemplated by Section 10D of the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities association applicable to the Company.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of laws principles.
15. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Participant regarding the Option.
16. Counterparts. This Agreement may be executed, including, without limitation, by facsimile or electronic signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
17. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the 2016 Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Participant also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the
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Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the 2016 Plan.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above
written.
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PARTICIPANT |
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BRUKER CORPORATION |
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By: |
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By: |
/s/Frank H. Laukien, Ph.D. |
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[name] |
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Frank H. Laukien, Ph.D. |
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[street address] |
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Chairman, President, and CEO |
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[city, state, zip code] |
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[country] |
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Exhibit 10.3
BRUKER CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
UNDER 2016 INCENTIVE COMPENSATION PLAN
This Restricted Stock Unit Agreement is entered into [date] by and between Bruker Corporation, a Delaware corporation with a principal place of business in Billerica, Massachusetts (the “Company”) and [Name] (the “Participant”). The Company and its subsidiaries are herein together referred to as the “Company”.
WITNESSETH:
WHEREAS, the purpose of this Agreement is to evidence and effectuate a Restricted Stock Unit award to the Participant pursuant and subject to the Company’s 2016 Incentive Compensation Plan (the “2016 Plan”); and
WHEREAS, a condition to the grant of the Restricted Stock Units to the Participant is that the Participant execute this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Grant. The Company hereby grants to Participant the number of [number of shares spelled out] [number of shares] Restricted Stock Units (“Units”). Each Unit represents the right to receive one share of the Company’s common stock, par value $.01 per share (each, a “Share”), subject to the terms and conditions set forth in this Agreement and the 2016 Plan. The Units shall be credited to a bookkeeping account maintained for the Participant on the books and records of the Company and until settled shall continue for all purposes to be part of the general assets of the Company.
2. Forfeiture of Units upon Termination of Employment. Units that do not become vested in accordance with the vesting criteria set forth in Section 3 shall be forfeited to the Company. Accordingly, if the Participant’s employment with the Company terminates for any reason, then all unvested Units shall be automatically forfeited as of the date of termination, and any rights, including, without limitation, any dividend rights, with respect to such forfeited Units will immediately cease.
3. Vesting of Units. So long as the Participant (a) continues to remain as an employee or director of the Company or (b) continues to provide significant services to the Company as a consultant or advisor, the Units will be deemed to become “Vested Units” twenty-five percent (25%) on each of the first four (4) anniversaries of the date of this Agreement.
The foregoing vesting schedule notwithstanding, if the employment, directorship or other business relationship of the Participant with the Company, as applicable, terminates by reason of the Participant's permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) or death, all Units or portions thereof not yet vested shall become immediately vested. Vesting of the Units upon a Change in Control shall be determined as provided in Section 13 of the 2016 Plan.
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4. Timing of Payment of Units. With respect to each portion of the Units that vest, the Company will settle the Vested Units, in the form provided in Section 5 below, within thirty (30) days following the date of vesting. Any amounts payable to Participant under this Agreement are intended to constitute “short-term deferral” described in Treas. Reg. Sec. 1.409A-1(b)(4) so that none of the payments provided hereunder be deemed a deferral of compensation that is subject to the additional tax imposed under Section 409A of the Internal Revenue Code, and any ambiguities herein shall be
interpreted to satisfy the “short-term deferral” exemption.
Notwithstanding the foregoing, neither the Company nor any of its subsidiaries guarantees any tax consequences of Participant’s entitlement to or receipt of payments or other benefits under this
Agreement, and the Participant or his or her beneficiaries, heirs or assignees will be solely responsible for payment of any tax obligations incurred in connection with the payments provided under this Agreement.
5. Form of Payment of Units. The Company shall settle a Vested Unit by issuing and delivering to the Participant Shares equal to the number of Units to be so settled. Upon and following the settlement of the Units, the Participant shall be the record owner of the Shares issued in settlement of the Units and shall be entitled to all rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
6. Death of Participant. Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to the administrator or executor of Participant’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any applicable laws pertaining to said transfer.
7. Taxes and Withholding. The Company’s obligation to settle Units shall be subject to the Participant’s satisfaction of all applicable Federal, state and local income, excise, employment and any other tax withholding requirements. The Participant may satisfy, totally or in part, the Participant’s tax obligations pursuant to this Section by electing to have Shares withheld from settlement of the award.
8. Rights as Stockholder. The Participant will not have any of the rights or privileges of a stockholder of the Company in respect of the Shares underlying the Units. The Units are unfunded, and the Participant shall have no greater rights in Units than that of an unsecured creditor of the Company.
9. Dividend Equivalents. The Participant’s bookkeeping account shall be credited with an amount equal to the amount of any cash dividends payable with respect to number of Shares with respect to which the Units are determined. Dividend equivalents shall vest and be paid at the same time as the Units with respect to which they are determined.
10. Restrictions on Transfers. Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”), any of the Units, or any interest therein.
11. Specific Enforcement. The Participant expressly acknowledges that the Company may be irreparably damaged if this Agreement is not specifically enforced. Upon a breach or threatened breach of the terms, covenants or conditions of this Agreement by Participant, the Company shall, in addition to all other remedies, be entitled to apply for a temporary or permanent injunction, or a decree for specific performance, in accordance with the provisions hereof.
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12. Data Privacy.
(a) To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information and other data about Participant and to transfer this data to certain third parties such as brokers with whom Participant may elect to deposit any share capital under the Plan. This personal data may include, but is not limited to, Participant’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, Shares held, and details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor.
(b) Participant hereby consents to the Company (or its payroll administrators)
collecting, holding and processing Participant’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.
(c) Participant understands that this data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the United States.
(d) Participant understands that Participant may, at any time, view Participant’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Participant.
13. Recoupment. Participant acknowledges that any incentive-based compensation received by Participant from the Company hereunder or otherwise (including any proceeds realized from any exercise of an option and/or sale of the Shares underlying such option) shall be subject to recovery by the Company in the circumstances and manner provided in any recoupment policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Participant shall effectuate any such recovery at such time and in such manner as the Company may specify. As used herein the “recoupment policy” means and includes any policy of the type contemplated by Section 10D of the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities association applicable to the Company.
14. Notices. Notices given hereunder shall be deemed to have been duly given on the date of personal delivery, electronic delivery as provided in Section 20 hereof or on the date of postmark if mailed by certified or registered mail, return receipt requested, to the party being notified at his, her or its address specified on the signature page hereto or such other address as the addressee may subsequently notify the other parties of in writing.
15. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and neither this Agreement nor any provision hereof may be waived, modified, amended or terminated except by a written agreement signed by the parties hereto. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
16. Governing Law; Successors and Assigns. This Agreement shall be governed by the internal laws of the State of Delaware without giving effect to the conflicts of laws principles thereof and,
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except as otherwise provided herein, shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of the parties.
17. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.
18. Captions. Captions are for convenience only and are not deemed to be part of this Agreement.
19. Counterparts. This Agreement may be executed, including, without limitation, by facsimile or electronic signature, in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
20. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the 2016 Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Participant also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the 2016 Plan.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and year first above written.
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PARTICIPANT |
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BRUKER CORPORATION |
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By: |
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By: |
/s/ Gerald Herman |
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Gerald Herman |
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[name] |
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Chief Financial Officer |
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[street address] |
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[city, state, zip code] |
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EXHIBIT 31.1
CERTIFICATION
I, Frank H. Laukien, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bruker Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 9, 2019 |
By: |
/s/ FRANK H. LAUKIEN, PH.D. |
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Frank H. Laukien, Ph.D. |
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President, Chief Executive Officer and Chairman |
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(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Gerald N. Herman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bruker Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 9, 2019 |
By: |
/s/ GERALD N. HERMAN |
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Gerald N. Herman |
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Chief Financial Officer and Vice President |
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(Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bruker Corporation (Company) on Form 10-Q for the three and six months ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (Report), each of the undersigned, Frank H. Laukien, President, Chief Executive Officer and Chairman of the Board of Directors of the Company, and Gerald N. Herman, Chief Financial Officer and Vice President of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1)The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 9, 2019 |
By: |
/s/ FRANK H. LAUKIEN, PH.D. |
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Frank H. Laukien, Ph.D. |
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President, Chief Executive Officer and Chairman |
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(Principal Executive Officer) |
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Date: August 9, 2019 |
By: |
/s/ GERALD N. HERMAN |
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Gerald N. Herman |
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Chief Financial Officer and Vice President |
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(Principal Financial Officer and Principal Accounting Officer) |