BRUKER CORP, 10-Q filed on 5/9/2011
Quarterly Report
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions
3 Months Ended
Mar. 31, 2011
Year Ended
Dec. 31, 2010
Current assets:
 
 
Cash and cash equivalents
$ 193 
$ 230 
Restricted cash
Accounts receivable, net
251 
233 
Inventory
572 
511 
Other current assets
97 
74 
Total current assets
1,116 
1,051 
Property, plant and equipment, net
247 
234 
Intangibles and other long-term assets
261 
265 
Total assets
1,624 
1,550 
Current liabilities:
 
 
Short-term borrowings
186 
186 
Current portion of long-term debt
31 
29 
Accounts payable
81 
64 
Customer advances
264 
242 
Other current liabilities
310 
311 
Total current liabilities
871 
832 
Long-term debt
79 
87 
Other long-term liabilities
102 
104 
Commitments and contingencies (Note 12)
 
 
Shareholders' Equity:
 
 
Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding at March 31, 2011 and December 31, 2010
 
 
Common stock, $0.01 par value 260,000,000 shares authorized, 165,499,311 and 165,246,426 shares issued and 165,479,116 and 165,229,207 shares outstanding at March 31, 2011 and December 31, 2010, respectively
Treasury stock at cost, 20,195 and 17,219 shares at March 31, 2011 and December 31, 2010, respectively
(0)
(0)
Other shareholders' equity
567 
523 
Total shareholders' equity attributable to Bruker Corporation
568 
525 
Noncontrolling interest in consolidated subsidiaries
Total shareholders' equity
572 
527 
Total liabilities and shareholders' equity
$ 1,624 
$ 1,550 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Mar. 31, 2011
Dec. 31, 2010
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
Preferred stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
5,000,000 
5,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
Common stock, shares authorized
260,000,000 
260,000,000 
Common stock, shares issued
165,499,311 
165,246,426 
Common stock, shares outstanding
165,479,116 
165,229,207 
Treasury stock, shares
20,195 
17,219 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data
3 Months Ended
Mar. 31,
2011
2010
Product revenue
$ 312 
$ 244 
Service revenue
44 
32 
Other revenue
Total revenue
357 
278 
Cost of product revenue
167 
134 
Cost of service revenue
25 
17 
Total cost of revenue
192 
151 
Gross profit
165 
126 
Operating expenses:
 
 
Selling, general and administrative
89 
66 
Research and development
45 
33 
Amortization of acquisition-related intangible assets
Other charges
Total operating expenses
139 
99 
Operating income
26 
27 
Interest and other income (expense), net
(5)
(0)
Income before income taxes and noncontrolling interest in consolidated subsidiaries
21 
27 
Income tax provision
11 
Consolidated net income
12 
16 
Net income (loss) attributable to noncontrolling interest in consolidated subsidiaries
(0)
Net income attributable to Bruker Corporation
11 
16 
Net income per common share attributable to Bruker Corporation shareholders:
 
 
Basic (in dollars per share)
0.07 
0.10 
Diluted (in dollars per share)
$ 0.07 
$ 0.10 
Weighted average common shares outstanding:
 
 
Basic (in shares)
165 
164 
Diluted (in shares)
167 
166 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions
3 Months Ended
Mar. 31,
2011
2010
Cash flows from operating activities:
 
 
Consolidated net income
$ 12 
$ 16 
Adjustments to reconcile consolidated net income to cash flows from operating activities:
 
 
Depreciation and amortization
12 
Amortization of deferred financing costs
Write down of demonstration inventories to net realizable value
Stock-based compensation
Deferred income taxes
(4)
(10)
Other non-cash expenses
 
Changes in operating assets and liabilities:
 
 
Accounts receivable
(10)
Inventories
(44)
(32)
Accounts payable
14 
Customer advances
14 
Other changes in operating assets and liabilities, net
(32)
(0)
Net cash (used in) provided by operating activities
(29)
Cash flows from investing activities:
 
 
Purchases of property, plant and equipment
(10)
(5)
Acquisitions, net of cash acquired
(0)
 
Net cash used in investing activities
(10)
(5)
Cash flows from financing activities:
 
 
Repayments of revolving lines of credit, net
 
(0)
Repayment of term debt
(6)
(4)
Changes in restricted cash
(1)
(2)
Proceeds from issuance of common stock, net
Net cash used in financing activities
(4)
(4)
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
(37)
(4)
Cash and cash equivalents at beginning of period
230 
207 
Cash and cash equivalents at end of period
$ 193 
$ 203 
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation

1.              Description of Business and Basis of Presentation

 

Bruker Corporation and its wholly-owned subsidiaries (“Bruker” or the “Company”) is a designer and manufacturer of proprietary life science and materials research systems and associated products that address the rapidly evolving needs of a diverse array of customers in life science, pharmaceutical, biotechnology, clinical and molecular diagnostics research, as well as in materials and chemical analysis in various industries and government applications. The Company’s core technology platforms include X-ray technologies, magnetic resonance technologies, mass spectrometry technologies, optical emission spectroscopy and infrared and Raman molecular spectroscopy technologies. The Company also manufactures and distributes a broad range of field analytical systems for chemical, biological, radiological, nuclear and explosives, or CBRNE, detection. The Company also develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare and “big science” research. The Company maintains major technical and manufacturing centers in Europe, North America and Japan, and has sales offices located throughout the world. The Company’s diverse customer base includes life science, pharmaceutical, biotechnology and molecular diagnostic research companies, academic institutions, advanced materials and semiconductor manufacturers and government agencies.

 

Management reports results on the basis of the following two segments:

 

·                  Scientific Instruments.  The operations of this segment include the design, manufacture and distribution of advanced instrumentation and automated solutions based on magnetic resonance technology, mass spectrometry technology, gas chromatography technology, X-ray technology, spark-optical emission spectroscopy technology, atomic force microscopy technology, stylus and optical metrology technology, and infrared and Raman molecular spectroscopy technology. Typical customers of the Scientific Instruments segment include: pharmaceutical, biotechnology and molecular diagnostic companies; academic institutions, medical schools and other non-profit organizations; clinical microbiology laboratories; government departments and agencies; nanotechnology, semiconductor, chemical, cement, metals and petroleum companies; and food, beverage and agricultural analysis companies and laboratories.

 

·                  Energy & Supercon Technologies. The operations of this segment include the design, manufacture and marketing of superconducting materials, primarily metallic low temperature superconductors, for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research and other applications, and ceramic high temperature superconductors primarily for fusion energy research applications. Typical customers of the Energy & Supercon Technologies segment include companies in the medical industry, private and public research and development laboratories in the fields of fundamental and applied sciences and energy research and academic institutions and government agencies. The Energy & Supercon Technologies segment is also developing superconductors and superconducting-enabled devices for applications in power and energy, as well as industrial processing industries.

 

The Company has announced plans to sell a minority ownership position in its Bruker Energy & Supercon Technologies, Inc. (“BEST”) subsidiary through an initial public offering of the capital stock of BEST. The Company believes the offering will provide Bruker shareholders greater visibility into BEST’s performance and growth and strengthen BEST’s access to financing for its revenue growth initiatives, including the development of products for the renewable energy and energy infrastructure markets.

 

The financial statements represent the consolidated accounts of the Company.  All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 2011 and December 31, 2010 and for the three months ended March 31, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States (“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 GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of the results expected for the full year.

 

The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure.

 

At March 31, 2011, except as described below, 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, 2010, have not changed.

 

Revenue Recognition

 

The Company recognizes revenue from system sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss has been transferred to the customer and collectability of the resulting receivable is reasonably assured. Title and risk of loss is generally transferred to the customer upon receipt of signed customer acceptance for a system that has been shipped, installed, and for which the customer has been trained. As a result, the timing of customer acceptance or readiness could cause the Company’s reported revenues to differ materially from expectations. When products are sold through an independent distributor or a strategic distribution partner that assumes responsibility for installation, the Company recognizes the system as revenue when the product has been shipped and title and risk of loss has been transferred. The Company’s distributors do not have price protection rights or rights of return; however, products are warranted to be free from defect for a period that is typically one year. Revenue is deferred until cash is received when collectability is not reasonably assured, such as when a significant portion of the fee is due over one year after delivery, installation and acceptance of a system.

 

In September 2009, the Financial Accounting Standards Board (“FASB”) ratified Accounting Standards Update (“ASU”) 2009-13 Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements. ASU 2009-13 amends existing revenue recognition accounting standards that are currently within the scope of ASC 605, Subtopic 25—Multiple-Element Arrangements. ASU2009-13 provides for three significant changes to the existing guidance for multiple element arrangements:

 

1.               Removes the requirement to have objective and reliable evidence of fair value for undelivered elements in an arrangement. This may result in more deliverables being treated as separate units of accounting.

2.               Modifies the manner in which arrangement consideration is allocated to the separately identified deliverables. ASU 2009-13 requires an entity to allocate revenue in an arrangement using its best estimate of selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”), if VSOE is not available. Each separate unit of accounting must have a selling price, which can be based on management’s estimate when there is no other means (VSOE or TPE) to determine the selling price of that deliverable. The arrangement consideration is allocated based on the elements’ relative selling prices.

3.               Eliminates the use of the residual method and requires an entity to allocate revenue using the relative selling price method, which results in the discount in the transaction being evenly allocated to the separate units of accounting.

 

In September 2009, the FASB ratified ASU 2009-14 Software (Topic 985)—Certain Revenue Arrangements That Include Software Elements. ASU 2009-14 amends existing revenue recognition accounting standards to remove tangible products that contain software components and non-software components that function together to deliver the products essential functionality from the scope of industry specific software revenue recognition guidance.

 

The Company adopted these new accounting standards at the beginning of its first fiscal quarter of 2011 on a prospective basis for transactions originating or materially modified after January 1, 2011. These accounting standards generally do not change the units of accounting for the Company’s revenue transactions, and most products and services qualify as separate units of accounting as was the case under previous accounting guidance. The impact of adopting these new accounting standards was not material to the Company’s financial statements for the three months ended March 31, 2011, and if they were applied in the same manner to 2010 and 2009 there would not have been a material impact to revenue recorded in 2010 or 2009 or any interim period therein.

 

The Company typically determines the selling price of its products and services based on VSOE. The Company determines VSOE based on its normal selling pricing and discounting practices for the specific product or service when sold on a stand-alone basis. In determining VSOE, the Company’s policy requires a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution and the geographies into which products and services are being sold when determining VSOE. The Company typically has had VSOE for its products and services. If VSOE cannot be established, which may occur in instances where a product or service has not been sold separately, stand-alone sales are too infrequent or product pricing is not within a sufficiently narrow range, the Company attempts to establish the selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company cannot determine VSOE or TPE, it uses ESP in its allocation of management consideration. The objective of ESP is to determine the price at which the Company would typically transact a stand-alone sale of the product or service. ESP is determined by considering a number of factors including the Company’s pricing policies, internal costs and gross profit objectives, method of distribution, market research and information, recent technological trends, competitive landscape and geographies. The Company plans to analyze the selling prices used in its allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices will be analyzed more frequently if a significant change in the Company’s business necessitates more frequent analysis or if the Company experiences significant variances in its selling prices.

 

Revenue from the sale of accessories and parts is recognized upon shipment and service revenue is recognized as the services are performed.

 

The Company also has contracts for which it applies the percentage-of-completion model of revenue recognition and the milestone model of revenue recognition. Application of the percentage-of-completion method requires us to make reasonable estimates of the extent of progress toward completion of the contract and the total costs we will incur under the contract. Changes in the estimates of progress toward completion of the contract and the total costs could affect the timing of revenue recognition.

 

Other revenues are comprised primarily of research grants and licensing arrangements. Grant revenue is recognized when the requirements in the grant agreement are achieved. Licensing revenue is recognized ratably over the term of the related contract.

Acquisitions
Acquisitions

2.              Acquisitions

 

In April 2011, the Company completed the acquisition of Michrom Bioresources, Inc., a privately owned company based in California, U.S.A. that provides high performance liquid chromatography instrumentation, accessories, and consumables to the life science market.  The Company is in the process of determining the fair value of the consideration transferred and the related allocation to the assets acquired and liabilities assumed.

 

In October 2010, the Company completed the acquisition of Veeco Metrology Inc., a scanning probe microscopy and optical industrial metrology instruments business (the “nano surfaces business”), from Veeco Instruments Inc. (“Veeco”) for cash consideration of $230.4 million. The Company financed the acquisition with $167.6 million borrowed under a revolving credit agreement and the balance with cash on hand. The acquired business complements the Company’s existing atomic force microscopy products and expands the Company’s offerings to industrial and applied markets, specifically, in the fields of materials and nanotechnology research and analysis. Under the purchase agreement $22.9 million of the purchase price was paid into escrow pending the resolution of indemnification obligations and working capital obligations of the seller. At March 31, 2011, the Company has not completed the local business transfer of the part of the acquired business in China because it is in the process of establishing a legal entity. The Company paid approximately $7.2 million to Veeco for the net assets in China and has recorded this amount in other current assets because the Company expects to complete the local business transfer in the next twelve months.

 

The acquisition of the nano surfaces business is being accounted for under the acquisition method. The Company made the following adjustments in the first quarter of 2011 to its allocation of the consideration transferred (in millions):

 

 

 

Acquisition Date
Fair Values, as
Initially Reported

 

Measurement
Period
Adjustments

 

Acquisition Date
Fair Values, as
Adjusted

 

Accounts receivable

 

$

21.8

 

$

 

$

21.8

 

Inventory

 

33.5

 

 

33.5

 

Other current assets

 

8.1

 

 

8.1

 

Property, plant and equipment

 

18.0

 

 

18.0

 

Intangible assets

 

110.5

 

2.0

 

112.5

 

Goodwill

 

51.0

 

(2.0

)

49.0

 

Liabilities assumed

 

(12.5

)

 

(12.5

)

 

 

$

230.4

 

$

 

$

230.4

 

 

The measurement period adjustments made during the first quarter of 2011 did not have a material impact on the results of operations for the three months ended March 31, 2011 and would not have had a material impact on the results of operations for the three months ended December 31, 2010. The Company has not yet completed the final allocation of the consideration transferred in connection with the nano surfaces business because of the local business transfer of the part of the acquired business in China. The Company will finalize the allocation within the measurement period.

 

The following table sets forth pro forma financial information reflecting the acquisition of the nano surfaces business as if the results of the nano surfaces business had been included in the Company’s unaudited condensed consolidated statement of operations as of January 1, 2010 (in millions, except per share data):

 

 

 

Three Months
Ended March 31,
2010

 

Revenue

 

$

306.2

 

Net income attributable to Bruker Corporation

 

15.9

 

Net income per common share attributable to Bruker Corporation shareholders:

 

 

 

Basic and diluted

 

$

0.10

 

 

The pro forma financial information presented above assumes that the acquisition occurred as of January 1, 2009. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2010.

Stock-Based Compensation
Stock-Based Compensation

3.              Stock-Based Compensation

 

The Company’s primary types of stock-based compensation are in the form of stock options and restricted stock. The Company recorded stock-based compensation expense for the three months ended March 31, 2011 and 2010 as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Stock options

 

$

1.6

 

$

1.3

 

Restricted stock

 

0.2

 

0.3

 

Total stock-based compensation, pre-tax

 

1.8

 

1.6

 

Tax benefit

 

0.3

 

0.3

 

Total stock-based compensation, net of tax

 

$

1.5

 

$

1.3

 

 

Compensation expense is amortized on a straight-line basis over the underlying vesting terms 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 five years. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions regarding volatility, expected life, dividend yield and risk-free interest rate are required for the Black-Scholes model and are presented in the table below:

 

 

 

2011

 

2010

 

Risk-free interest rate

 

2.56-3.12%

 

1.73-3.46%

 

Expected life

 

6.5 years

 

6.5 years

 

Volatility

 

57.2%

 

62.0%

 

Expected dividend yield

 

0.0%

 

0.0%

 

 

The risk-free interest rate is the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life assumption. Expected life is determined through the simplified method as defined in the SEC Staff Accounting Bulletin No. 110. The Company believes that this is the best estimate of the expected life of a new option. Expected volatility can be based on a number of factors but the Company currently believes that the exclusive use of historical volatility results in the best estimate of the grant-date fair value of employee stock options because it reflects the market’s current expectations of future volatility. Expected dividend yield was not considered in the option pricing formula since the Company does not pay dividends and has no current plans to do so in the future. The terms of some of the Company’s indebtedness also currently restrict its ability to pay dividends to its shareholders.

 

Bruker Corporation Stock Plan

 

In May 2010, the Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”) was approved by the Company’s stockholders. The 2010 Plan provides for the issuance of up to 8,000,000 shares of the Company’s common stock. The Plan allows a committee of the Board of Directors (the “Committee”) to grant incentive stock options, non-qualified stock options and restricted stock awards. The Committee has the authority to determine which employees will receive the awards, the amount of the awards and other terms and conditions of the award. Awards granted by the Committee typically vest over a period of three to five years.

 

At March 31, 2011, the Company expects to recognize pre-tax stock-based compensation expense of $13.3 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.2 years. In addition, the Company expects to recognize additional pre-tax stock-based compensation expense of $1.1 million associated with outstanding restricted stock awards granted under the Company’s stock plans over the weighted average remaining service period of 1.2 years.

 

Bruker Energy & Supercon Technologies Stock Plan

 

In October 2009, the Board of Directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan (the “BEST Plan”). The BEST Plan provides for the issuance of up to 1,600,000 shares of BEST common stock in connection with awards under the BEST Plan. The BEST Plan allows a committee of the BEST Board of Directors to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee of the BEST Board of Directors has the authority to determine which employees will receive the awards, the amount of the awards and other terms and conditions of the award. Awards granted pursuant to the BEST Plan typically vest over a period of three to five years.

 

At March 31, 2011, the Company expects to recognize pre-tax stock-based compensation expense of $1.6 million associated with outstanding stock option awards granted under the BEST Plan over the weighted average remaining service period of 3.1 years.

Earnings Per Share
Earnings Per Share

4.              Earnings Per Share

 

Net income per common share attributable to Bruker Corporation is calculated by dividing net income by the weighted-average shares outstanding during the period. The diluted net income per share computation includes the effect of shares which would be issuable upon the exercise of outstanding stock options and the vesting of restricted stock, reduced by the number of shares assumed to be purchased by the Company based on the treasury stock method.

 

The following table sets forth the computation of basic and diluted average shares outstanding for the three months ended March 31, 2011 and 2010 (in millions, except per share amounts):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Net income attributable to Bruker Corporation

 

$

11.3

 

$

16.1

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Weighted average common shares outstanding-basic

 

165.1

 

164.1

 

Effect of dilutive securities:

 

 

 

 

 

Stock options and restricted stock

 

1.6

 

1.5

 

 

 

166.7

 

165.6

 

 

 

 

 

 

 

Net income per common share attributable to Bruker Corporation shareholders:

 

 

 

 

 

Basic and diluted

 

$

0.07

 

$

0.10

 

 

Stock options to purchase approximately 0.1 million shares and 0.4 million shares were excluded from the computation of diluted earnings per share in the three months ended March 31, 2011 and 2010, respectively, as their effect would have been anti-dilutive.

Fair Value of Financial Instruments
Fair Value of Financial Instruments

5.              Fair Value of Financial Instruments

 

The Company applies the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:

 

·                  Level 1:  Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

·                  Level 2:  Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·                  Level 3:  Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company measures the following financial assets and liabilities at fair value on a recurring basis. The following table sets forth the Company’s financial instruments and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at March 31, 2011 (in millions):

 

 

 

 

 

Quoted Prices
in Active
Markets
Available

 

Significant
Other
Observable
Inputs

 

Significant
Unobservable
Inputs

 

 

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

80.5

 

$

80.5

 

$

 

$

 

Restricted cash

 

3.0

 

3.0

 

 

 

Foreign exchange contracts

 

0.6

 

 

0.6

 

 

Embedded derivatives in purchase and delivery contracts

 

0.1

 

 

0.1

 

 

Commodity contracts

 

0.3

 

 

0.3

 

 

Long term restricted cash

 

4.5

 

4.5

 

 

 

Total assets recorded at fair value

 

$

89.0

 

$

88.0

 

$

1.0

 

$

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Interest rate swap

 

$

2.6

 

$

 

$

2.6

 

$

 

Foreign exchange contracts

 

0.3

 

 

0.3

 

 

Embedded derivatives in purchase and delivery contracts

 

0.8

 

 

0.8

 

 

Fixed price commodity contracts

 

0.3

 

 

0.3

 

 

Total liabilities recorded at fair value

 

$

4.0

 

$

 

$

4.0

 

$

 

 

The Company’s financial instruments consist primarily of cash equivalents, restricted cash, derivative instruments consisting of forward foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts and an interest rate swap, accounts receivable, short-term borrowings, accounts payable and long-term debt. The carrying amounts of the Company’s cash equivalents, short-term investments and restricted cash, accounts receivable, short-term borrowings and accounts payable approximate fair value due to their short-term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company’s long-term debt consists of variable rate arrangements with interest rates that reset every three months and as a result, reflect currently available terms and conditions. Consequently, the carrying value of the Company’s long-term debt approximates fair value.

Inventories
Inventories

6.              Inventories

 

Inventories consisted of the following as of March 31, 2011 and December 31, 2010 (in millions):

 

 

 

March 31,
2011

 

December 31,
2010

 

Raw materials

 

$

163.1

 

$

143.7

 

Work-in-process

 

204.0

 

174.8

 

Demonstration units

 

50.1

 

48.6

 

Finished goods

 

154.4

 

143.9

 

Inventories

 

$

571.6

 

$

511.0

 

 

The Company reduces the carrying value of its demonstration inventories for differences between its cost and estimated net realizable value through a charge to cost of product revenue that is based on a number of factors including, the age of the unit, the physical condition of the unit and an assessment of technological obsolescence. Amounts recorded in cost of revenue related to the write-down of demonstration units to net realizable value were $6.5 million and $5.6 million for the three months ended March 31, 2011 and 2010, respectively. 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 March 31, 2011 and December 31, 2010 inventory-in-transit was $91.1 million and $85.3 million, respectively.

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

7.              Goodwill and Other Intangible Assets

 

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2011 (in millions):

 

Balance at December 31, 2010

 

$

98.3

 

Measurement period adjustments

 

(2.0

)

Foreign currency impact

 

2.1

 

Balance at March 31, 2011

 

$

98.4

 

 

Goodwill is not amortized, instead, goodwill is tested for impairment on a reporting unit basis annually, or on an interim basis when events or changes in circumstances warrant. The Company performed its annual test for impairment as of December 31, 2010 and determined that goodwill and other intangible assets were not impaired at that time. The Company did not identify any indicators of impairment during the three month period ended March 31, 2011 that would warrant an interim test.

 

The following is a summary of other intangible assets subject to amortization at March 31, 2011 and December 31, 2010 (in millions):

 

 

 

March 31, 2011

 

December 31, 2010

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Existing technology and related patents

 

$

115.6

 

$

(18.4

)

$

97.2

 

$

112.0

 

$

(15.0

)

$

97.0

 

Customer relationships

 

21.5

 

(3.8

)

17.7

 

20.2

 

(2.5

)

17.7

 

Trade names

 

0.4

 

(0.3

)

0.1

 

0.4

 

(0.3

)

0.1

 

Intangible assets subject to amortization

 

137.5

 

(22.5

)

115.0

 

132.6

 

(17.8

)

114.8

 

In-process research and development

 

21.3

 

 

21.3

 

21.3

 

 

21.3

 

Intangible assets

 

$

158.8

 

$

(22.5

)

$

136.3

 

$

153.9

 

$

(17.8

)

$

136.1

 

 

For the three months ended March 31, 2011 and 2010, the Company recorded amortization expense of $3.9 million and $0.5 million, respectively, related to intangible assets subject to amortization.

Debt
Debt

8.              Debt

 

At March 31, 2011 and December 31, 2010, the Company’s debt obligations consisted of the following (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

US Dollar term loan under the Credit Agreement

 

$

105.0

 

$

110.6

 

 

 

 

 

 

 

Capital lease obligations

 

4.9

 

4.9

 

Total long-term debt

 

109.9

 

115.5

 

Current portion of long-term debt

 

(30.9

)

(28.9

)

Total long-term debt, less current portion

 

$

79.0

 

$

86.6

 

 

In 2008, the Company entered into a credit agreement with a syndication of lenders (the “Credit Agreement”) which provides for a revolving credit line with a maximum commitment of $230.0 million and a term facility of $150.0 million. The outstanding principal and interest under the term loan is payable in quarterly installments through December 2012. Borrowings under the Credit Agreement bear interest, at the Company’s option, at either (i) the higher of the prime rate or the federal funds rate plus 0.50%, or (ii) adjusted LIBOR, plus margins ranging from 0.40% to 1.25% and a facility fee ranging from 0.10% to 0.20%. As of March 31, 2011, the weighted average interest rate of borrowings under the term facility of the Credit Agreement was approximately 2.7%.

 

Borrowings under the Credit Agreement are secured by the pledge to the banks of 100% of the capital stock of each of the Company’s wholly-owned domestic subsidiaries and 65% of the capital stock of certain of the Company’s direct or indirect wholly-owned foreign subsidiaries. The Credit Agreement also requires the Company to maintain certain financial ratios related to leverage ratios and interest coverage ratios as defined in the Credit Agreement. In addition to the financial ratios, the Credit Agreement restricts, among other things, the Company’s ability to do the following: make certain payments; incur additional debt; incur certain liens; make certain investments, including derivative agreements; merge, consolidate, sell or transfer all or substantially all of the Company’s assets; and enter into certain transactions with affiliates. As of March 31, 2011, the latest measurement date, the Company was in compliance with the covenants under the Credit Agreement.

 

In addition to its long-term arrangements, the Company had the following amounts outstanding under revolving loan arrangements (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

Revolving loans under the Credit Agreement

 

$

185.5

 

$

185.5

 

Other revolving loans

 

 

 

Total short-term borrowings

 

$

185.5

 

$

185.5

 

 

The following is a summary of the maximum commitments and net amounts available to the Company under revolving loans as of March 31, 2011 (in millions):

 

 

 

Weighted
Average
Interest Rate

 

Total Amount
Committed by
Lenders

 

Outstanding
Borrowings

 

Outstanding
Letters of
Credit

 

Total Amount
Available

 

Credit Agreement

 

0.8

%

$

230.0

 

$

185.5

 

$

0.1

 

$

44.4

 

Other revolving loans

 

%

146.1

 

 

117.7

 

28.4

 

Total revolving loans

 

 

 

$

376.1

 

$

185.5

 

$

117.8

 

$

72.8

 

 

Other revolving loans are with various financial institutions located primarily in Germany, Switzerland and France. The Company’s other revolving lines of credit are typically due upon demand with interest payable monthly. Certain of these lines of credit are unsecured while others are secured by the accounts receivable and inventory of the related subsidiary.

Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities

9.              Derivative Instruments and Hedging Activities

 

Interest Rate Risks

 

The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related short-term market rates. The most significant component of the Company’s interest rate risk relates to amountso utstanding under the Credit Agreement. In April 2008, the Company entered into an interest rate swap arrangement to manage its exposure to interest rate movements and the related effect on its variable rate debt. Under this interest rate swap arrangement, the Company will pay a fixed rate of approximately 3.8% and receive a variable rate based on three month LIBOR. The initial notional amount of this interest rate swap was $90.0 million and it amortizes in proportion to the term debt component of the Credit Agreement through December 2012. At March 31, 2011 and December 31, 2010, the notional amount of this interest rate swap was $63.0 million and $66.4 million, respectively. The Company concluded that this swap met the criteria to qualify as an effective hedge of the variability of cash flows of the interest payments and accounts for the interest rate swap as a cash flow hedge. Accordingly, the Company reflects changes in the fair value of the effective portion of this interest rate swap in accumulated other comprehensive income, a separate component of shareholders’ equity. Amounts recorded in accumulated other comprehensive income are reclassified to interest and other income (expense), net in the consolidated statement of income when either the forecasted transaction occurs or it becomes probable that the forecasted transaction will not occur.  The Company expects $1.9 million of the accumulated loss to be reclassified into earnings over the next twelve months.

 

Foreign Exchange Rate Risk Management

 

The Company generates a substantial portion of its revenues and expenses in international markets, principally Germany and other countries in the European Union, Switzerland and Japan, 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. 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. These transactions do not qualify for hedge accounting and, accordingly, the instrument is recorded at fair value with the corresponding gains and losses recorded in the consolidated statements of income. The Company had the following notional amounts outstanding under foreign currency contracts at March 31, 2011 and December 31, 2010 (in millions):

 

Buy

 

Notional
Amount in
Buy Currency

 

Sell

 

Maturity

 

Notional
Amount in
U.S. Dollars

 

Fair Value of
Assets

 

Fair Value of
Liabilities

 

March 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

1.5

 

Australian Dollars

 

June 2011

 

$

2.2

 

$

 

$

 

Euro

 

8.2

 

U.S. Dollars

 

April 2011 to

 

11.1

 

0.6

 

 

 

 

 

 

 

 

May 2012

 

 

 

 

 

 

 

U.S. Dollars

 

3.4

 

Euro

 

January 2012

 

3.7

 

 

0.3

 

 

 

 

 

 

 

 

 

$

17.0

 

$

0.6

 

$

0.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010:

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

1.5

 

Australian Dollars

 

January 2011

 

$

2.2

 

$

 

$

0.2

 

Euro

 

13.3

 

Swiss Francs

 

January 2011

 

19.3

 

 

1.1

 

Euro

 

14.5

 

U.S. Dollars

 

January 2011 to

 

19.6

 

0.1

 

0.4

 

 

 

 

 

 

 

May 2012

 

 

 

 

 

 

 

Swiss Francs

 

13.6

 

U.S. Dollars

 

January 2011

 

13.9

 

0.7

 

 

Swiss Francs

 

18.0

 

Euro

 

January 2011

 

18.5

 

1.2

 

 

U.S. Dollars

 

8.9

 

Euro

 

January 2011 to

 

8.7

 

0.1

 

 

 

 

 

 

 

 

January 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

82.2

 

$

2.1

 

$

1.7

 

 

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 $19.5 million for the delivery of products and $3.4 million for the purchase of products at March 31, 2011 and $16.1 million for the delivery of products and $0.3 million for the purchase of products at December 31, 2010. 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.

 

Commodity Price Risk Management

 

The Company has an arrangement with a customer under which the Company has a firm commitment to deliver copper based superconductors at a fixed price. In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts. At March 31, 2011 and December 31, 2010, the Company had fixed price commodity contracts with notional amounts aggregating $3.9 million and $2.9 million, respectively. The changes in the fair value of these commodity contracts are recorded in interest and other income (expense), net in the consolidated statements of income.

 

The fair value of the foreign exchange derivative instruments described above is recorded in our consolidated balance sheets for the periods ended March 31, 2011 and December 31, 2010 as follows (in millions):

 

 

 

 

 

Fair Value

 

 

 

Balance Sheet Location

 

March 31,
2011

 

December 31,
2010

 

Derivative assets:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

$

0.6

 

$

2.1

 

Embedded derivatives in purchase and delivery contracts

 

Other current assets

 

0.1

 

0.1

 

Commodity contracts

 

Other current assets

 

0.3

 

0.6

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current liabilities

 

$

0.3

 

$

1.7

 

Interest rate swap contract

 

Other current liabilities

 

2.6

 

3.0

 

Embedded derivatives in purchase and delivery contracts

 

Other current liabilities

 

0.8

 

1.5

 

Fixed price commodity contracts

 

Other current liabilities

 

0.3

 

0.6

 

 

The losses recognized in other comprehensive income related to the effective portion of the interest rate swap designated as a hedging instrument for the three months ended March 31, 2011 and 2010 are as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Interest rate swap contract

 

$

(0.1

)

$

(0.9

)

 

The losses related to the effective portion of the interest rate swap designated as a hedging instrument that were reclassified from other comprehensive income and recognized in net income for the three months ended March 31, 2011 and 2010 are as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Interest rate swap contract

 

$

(0.5

)

$

(0.7

)

 

The Company did not recognize any amounts related to ineffectiveness in the results of operations for the three months ended March 31, 2011 and 2010.

 

The impact on net income of changes in the fair value of derivative instruments not designated as hedging instruments for the three months ended March 31, 2011 and 2010 are as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Foreign exchange contracts

 

$

(0.1

)

$

(0.2

)

Embedded derivatives in purchase and delivery contracts

 

0.7

 

(0.7

)

Income (expense), net

 

$

0.6

 

$

(0.9

)

 

The amounts recorded in the results of operations related to derivative instruments not designated as hedging instruments are recorded in interest and other income (expense), net.

Provision for Income Taxes
Provision for Income Taxes

10.       Provision for Income Taxes

 

The Company accounts for income taxes using the asset and liability approach by recognizing deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In addition, the Company accounts for uncertain tax positions that have reached a minimum recognition threshold.

 

The income tax provision for the three months ended March 31, 2011 and 2010 was $9.0 million and $10.6 million, respectively, representing effective tax rates of 43.5% and 39.8%, respectively. The change in the Company’s effective tax rate relates primarily to an increase in losses incurred in the U.S. These losses have a negative impact on the overall tax rate because the Company is not able to record a tax benefit on these amounts.

 

The Company’s effective tax rate generally reflects the tax provision for non-U.S. entities only. A full valuation allowance will be maintained against all U.S. deferred tax assets, including U.S. net operating losses and tax credits, until evidence exists that it is more likely than not that the loss carryforward and credit amounts will be utilized to offset U.S. taxable income. The Company’s tax rate may change over time as the amount or mix of income and taxes outside the U.S. changes. The effective tax rate is affected by research and development tax credits, the expected level of other tax benefits, the impact of changes to the valuation allowance, and changes in the mix of the Company’s pre-tax income and losses among jurisdictions with varying statutory tax rates and credits.

 

The Company has unrecognized tax benefits of approximately $27.7 million as of March 31, 2011, of which $19.6 million, if recognized, would result in a reduction of the Company’s effective tax rate. The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of March 31, 2011 and December 31, 2010, approximately $4.5 million and $4.3 million, respectively, of accrued interest and penalties related to uncertain tax positions was included in other current liabilities on the unaudited condensed consolidated balance sheets. Penalties and interest related to unrecognized tax benefits in the provision for income taxes of $0.2 million and $0.2 million were recorded during the three months ended March 31, 2011 and 2010, respectively.

 

The Company files returns in many jurisdictions with varying statutes of limitations, but considers its significant tax jurisdictions to include the United States, Germany and Switzerland. The tax years 2003 to 2010 are open tax years in these major taxing jurisdictions. One of the Company’s Swiss entities is currently being audited for the tax years 2003 through 2006 and the audit is expected to be completed in the first half of 2011. In addition, all of the Company’s significant German subsidiaries are under tax audit for the years 2003 through 2008 and the audits are expected to be completed in the second half of 2011.

Employee Benefit Plans
Employee Benefit Plans

11.      Employee Benefit Plans

 

Substantially all of the Company’s employees in Switzerland, France and Japan, as well as certain employees in Germany, are covered by Company-sponsored defined benefit pension plans. Retirement benefits are generally earned based on years of service and compensation during active employment. Eligibility is generally determined in accordance with local statutory requirements however, the level of benefits and terms of vesting varies among plans.

 

The net periodic pension cost consists of the following components for the three months ended March 31, 2011 and 2010 (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Components of net periodic benefit costs:

 

 

 

 

 

Service cost

 

$

1.0

 

$

0.9

 

Interest cost

 

1.3

 

1.2

 

Expected return on plan assets

 

(0.8

)

(0.9

)

Amortization of prior service costs

 

 

0.3

 

Net periodic benefit costs

 

$

1.5

 

$

1.5

 

 

The Company made contributions of $0.8 million to its defined benefit plans during the three months ended March 31, 2011 and estimates contributions of $2.5 million will be made during the remainder of 2011.

Commitments and Contingencies
Commitments and Contingencies

12.       Commitments and Contingencies

 

Legal

 

Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company. The Company believes the outcome of these proceedings, if any, will not have a material impact on the Company’s financial position or results of operations. As of March 31, 2011 and December 31, 2010, no accruals have been recorded for such potential contingencies.

 

Letters of Credit and Guarantees

 

At March 31, 2011 and December 31, 2010, the Company had bank guarantees of $117.8 million and $108.8 million, respectively, for its customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered in compliance with the terms of the contract. Certain of these guarantees affect the availability of the Company’s lines of credit.

Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income

13.      Accumulated Other Comprehensive Income

 

Comprehensive income refers to revenues, expenses, gains and losses that under GAAP are included in other comprehensive income, 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 is composed primarily of foreign currency translation adjustments, changes in the funded status of defined benefit pension plans and changes in the fair value of derivatives that have been designated as cash flow hedges.  The following is a summary of comprehensive income (loss) for the three months ended March 31, 2011 and 2010 (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Consolidated net income

 

$

11.7

 

$

16.0

 

Foreign currency translation adjustments

 

28.1

 

(20.0

)

Unrealized gains (losses) on interest rate swap:

 

 

 

 

 

Unrealized holding gains (losses) arising during the period

 

(0.1

)

(0.9

)

Less reclassification adjustments for settlements included in the determination of net income (loss)

 

0.5

 

0.7

 

Pension liability adjustments

 

(0.5

)

0.1

 

Total comprehensive income (loss)

 

39.7

 

(4.1

)

Less: Comprehensive income (loss) attributable to noncontrolling interests

 

0.4

 

(0.1

)

Comprehensive income (loss) attributable to Bruker Corporation

 

$

39.3

 

$

(4.0

)

Other Charges
Other Charges

14.       Other Charges

 

The components of other charges were as follows for the three months ended March 31, 2011 and 2010 (in millions):

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Acquisition-related charges

 

$

0.6

 

$

0.3

 

Transition-related charges incurred in connection with acquired businesses

 

1.5

 

 

Restructuring charges

 

 

0.2

 

Other charges (credits), net

 

$

2.1

 

$

0.5

Interest and Other Income (Expense), Net
Interest and Other Income (Expense), Net

15.       Interest and Other Income (Expense), Net

 

The components of interest and other income (expense), net, were as follows for the three months ended March 31, 2011 and 2010 (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Interest income

 

$

0.2

 

$

0.1

 

Interest expense

 

(1.5

)

(1.5

)

Exchange gains (losses) on foreign currency transactions

 

(2.9

)

0.5

 

Other

 

(0.8

)

0.6

 

Interest and other income (expense), net

 

$

(5.0

)

$

(0.3

)

Business Segment Information
Business Segment Information

16.       Business Segment Information

 

The Company has determined that it has five operating segments based on the information reviewed by the Chief Operating Decision Maker, representing each of its five divisions: Bruker BioSpin, Bruker Daltonics, Bruker MAT, Bruker Optics and Bruker Energy & Supercon Technologies. Bruker BioSpin is in the business of designing, manufacturing and distributing enabling life science tools based on magnetic resonance technology. Bruker Daltonics is in the business of manufacturing and distributing mass spectrometry and gas chromatography instruments that can be integrated and used along with other analytical instruments and the Company’s CBRNE detection products. Bruker MAT is in the business of manufacturing and distributing advanced X-ray, spark-optical emission spectroscopy, atomic force microscopy and stylus and optical metrology instrumentation used in non-destructive molecular and elemental analysis. Bruker Optics is in the business of manufacturing and distributing research, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies. Bruker Energy & Supercon Technologies is in the business of developing and producing low temperature superconductor and high temperature superconductor materials for use in advanced magnet technology and energy applications as well as linear accelerators, accelerator cavities, insertion devices, superconducting fault current limiters, other accelerator components and specialty superconducting magnets for physics and energy research and a variety of other scientific applications.

 

The Company’s reportable segments are organized by the types of products and services provided. The Company has combined the Bruker BioSpin, Bruker Daltonics, Bruker MAT and Bruker Optics operating segments into the Scientific Instruments reporting segment because each has similar economic characteristics, product processes and services, types and classes of customers, methods of distribution and regulatory environments.

 

Management evaluates segment operating performance and allocates resources based on operating income (loss). The Company uses this measure because it helps provide an understanding of its core operating results. Selected business segment information is presented below for the three months ended March 31, 2011 and 2010 (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Revenue:

 

 

 

 

 

Scientific Instruments

 

$

335.8

 

$

260.3

 

Energy & Supercon Technologies

 

24.0

 

20.7

 

Eliminations (a)

 

(2.8

)

(3.3

)

Total revenue

 

$

357.0

 

$

277.7

 

 

 

 

 

 

 

Operating Income (Loss):

 

 

 

 

 

Scientific Instruments

 

$

27.7

 

$

27.7

 

Energy & Supercon Technologies

 

(0.7

)

(0.5

)

Corporate, eliminations and other (b)

 

(1.3

)

(0.3

)

Total operating income

 

$

25.7

 

$

26.9

 

 

 

(a) Represents product and service revenue between reportable segments.

(b) Represents corporate costs and eliminations not allocated to the reportable segments.

 

Total assets by segment as of March 31, 2011 and December 31, 2010 are as follows (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

Assets:

 

 

 

 

 

Scientific Instruments

 

$

1,585.1

 

$

1,515.8

 

Energy & Supercon Technologies

 

92.0

 

84.4

 

Eliminations and other (a)

 

(53.2

)

(50.4

)

Total assets

 

$

1,623.9

 

$

1,549.8

 

 

 

(a) Represents assets not allocated to the reportable segments and eliminations of intercompany transactions.

Recent Accounting Pronouncements
Recent Accounting Pronouncements

17.       Recent Accounting Pronouncements

 

In September 2009, the Emerging Issues Task Force (“EITF”) reached consensus on FASB ASU 2009-14, Software (Topic 985)—Certain Revenue Arrangements That Include Software Elements. FASB ASU 2009-14 changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are excluded from the software revenue guidance in Subtopic 985-605, Software-Revenue Recognition. In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. The adoption of this update in the first quarter of 2011 did not have a material impact on the Company’s results of operations, cash flows or financial position.

 

In September 2009, the EITF reached consensus on FASB ASU 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements. FASB ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, Revenue Recognition-Multiple-Element Arrangements, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. The adoption of this update in the first quarter of 2011 did not have a material impact on the Company’s results of operations, cash flows or financial position.

Document and Entity Information
3 Months Ended
Mar. 31, 2011
May 02, 2011
Document and Entity Information
 
 
Entity Registrant Name
BRUKER CORP 
 
Entity Central Index Key
0001109354 
 
Document Type
10-Q 
 
Document Period End Date
2011-03-31 
 
Amendment Flag
FALSE 
 
Current Fiscal Year End Date
12/31 
 
Entity Current Reporting Status
Yes 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
165,766,101 
Document Fiscal Year Focus
2011 
 
Document Fiscal Period Focus
Q1