BRUKER CORP, 10-Q filed on 5/6/2016
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2016
May 2, 2016
Document and Entity Information
 
 
Entity Registrant Name
BRUKER CORP 
 
Entity Central Index Key
0001109354 
 
Document Type
10-Q 
 
Document Period End Date
Mar. 31, 2016 
 
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
 
161,454,756 
Document Fiscal Year Focus
2016 
 
Document Fiscal Period Focus
Q1 
 
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions, unless otherwise specified
Mar. 31, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 209.9 
$ 267.1 
Short-term investments
210.6 
201.2 
Accounts receivable, net
233.4 
234.7 
Inventories
460.1 
422.0 
Other current assets
111.4 
106.5 
Total current assets
1,225.4 
1,231.5 
Property, plant and equipment, net
239.0 
231.1 
Intangibles, net and other long-term assets
275.4 
267.4 
Total assets
1,739.8 
1,730.0 
Current liabilities:
 
 
Current portion of long-term debt
20.4 
0.6 
Accounts payable
95.1 
72.1 
Customer advances
146.4 
178.3 
Other current liabilities
279.8 
303.5 
Total current liabilities
541.7 
554.5 
Long-term debt
281.8 
265.2 
Other long-term liabilities
207.2 
177.4 
Commitments and contingencies (Note 10)
   
   
Shareholders' equity:
 
 
Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding
   
   
Common stock, $0.01 par value 260,000,000 shares authorized, 170,223,598 and 169,644,644 shares issued and 162,554,756 and 165,354,180 shares outstanding at March 31, 2016 and December 31, 2015, respectively
1.7 
1.7 
Treasury stock, at cost, 7,668,905 and 4,290,527 shares at March 31, 2016 and December 31, 2015, respectively
(174.1)
(90.9)
Accumulated other comprehensive loss
(11.8)
(44.2)
Other shareholders' equity
886.3 
859.5 
Total shareholders' equity attributable to Bruker Corporation
702.1 
726.1 
Noncontrolling interest in consolidated subsidiaries
7.0 
6.8 
Total shareholders' equity
709.1 
732.9 
Total liabilities and shareholders' equity
$ 1,739.8 
$ 1,730.0 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Mar. 31, 2016
Dec. 31, 2015
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
170,223,598 
169,644,644 
Common stock, shares outstanding
162,554,756 
165,354,180 
Treasury stock, shares
7,668,905 
4,290,527 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
 
 
Product revenue
$ 312.3 
$ 298.0 
Service revenue
60.7 
54.1 
Other revenue
2.4 
1.4 
Total revenue
375.4 
353.5 
Cost of product revenue
170.2 
161.2 
Cost of service revenue
37.4 
31.9 
Cost of other revenue
1.0 
0.2 
Total cost of revenue
208.6 
193.3 
Gross profit
166.8 
160.2 
Operating expenses:
 
 
Selling, general and administrative
92.7 
94.6 
Research and development
36.1 
37.2 
Other charges, net
4.0 
13.2 
Total operating expenses
132.8 
145.0 
Operating income
34.0 
15.2 
Interest and other income (expense), net
(5.6)
(3.5)
Income before income taxes and noncontrolling interest in consolidated subsidiaries
28.4 
11.7 
Income tax provision
4.8 
4.8 
Consolidated net income
23.6 
6.9 
Net income attributable to noncontrolling interest in consolidated subsidiaries
 
0.4 
Net income attributable to Bruker Corporation
23.6 
6.5 
Net income per common share attributable to Bruker Corporation shareholders:
 
 
Basic and diluted (in dollars per share)
$ 0.14 
$ 0.04 
Weighted average common shares outstanding:
 
 
Basic (in shares)
163.3 
168.3 
Diluted (in shares)
164.3 
169.7 
Comprehensive income (loss)
56.2 
(57.7)
Less: Comprehensive income attributable to noncontrolling interests
0.2 
0.4 
Comprehensive income (loss) attributable to Bruker Corporation
$ 56.0 
$ (58.1)
Dividend declared (in dollars per share)
$ 0.04 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Cash flows from operating activities:
 
 
Consolidated net income
$ 23.6 
$ 6.9 
Adjustments to reconcile consolidated net income to cash flows from operating activities:
 
 
Depreciation and amortization
13.2 
13.5 
Write-down of demonstration inventories to net realizable value
4.8 
5.0 
Stock-based compensation expense
2.2 
2.2 
Deferred income taxes
(2.7)
(3.7)
Other non-cash expenses, net
1.7 
7.3 
Changes in operating assets and liabilities, net of acquisitions and divestitures:
 
 
Accounts receivable
7.2 
51.5 
Inventories
(28.8)
(36.6)
Accounts payable and accrued expenses
(9.0)
(6.8)
Income taxes payable, net
(13.7)
(6.9)
Deferred revenue
9.2 
(3.1)
Customer advances
(18.4)
8.9 
Other changes in operating assets and liabilities, net
(3.3)
(11.2)
Net cash (used in) provided by operating activities
(14.0)
27.0 
Cash flows from investing activities:
 
 
Purchase of short-term investments
(21.7)
(21.5)
Maturity of short-term investments
21.7 
21.5 
Purchases of property, plant and equipment
(8.0)
(5.7)
Proceeds from sales of property, plant and equipment
0.6 
 
Net cash used in investing activities
(7.4)
(5.7)
Cash flows from financing activities:
 
 
Proceeds from revolving lines of credit
36.0 
 
Proceeds (repayment) of other debt, net
0.4 
(0.1)
Proceeds from issuance of common stock, net
7.5 
3.3 
Payment of contingent consideration
 
(2.1)
Repurchase of common stock
(78.9)
 
Changes in restricted cash
(0.1)
0.8 
Payment of dividends
(6.5)
 
Excess tax benefit related to stock option awards
 
2.2 
Net cash (used in) provided by financing activities
(41.6)
4.1 
Effect of exchange rate changes on cash and cash equivalents
5.8 
(10.4)
Net change in cash and cash equivalents
(57.2)
15.0 
Cash and cash equivalents at beginning of period
267.1 
319.5 
Cash and cash equivalents at end of period
$ 209.9 
$ 334.5 
Description of Business
Description of Business

 

1.Description of Business

 

Bruker Corporation, together with its consolidated subsidiaries (“Bruker” or the “Company”), is a designer and manufacturer 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. Many of our products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. Our 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 represents approximately 93% of the Company’s revenues during the three months ended March 31, 2016, and Bruker Energy & Supercon Technologies (BEST), which represents the remainder of the Company’s revenues.  Within BSI, the Company is organized into three operating segments: the Bruker BioSpin Group, the Bruker CALID Group and the Bruker Nano Group. For financial reporting purposes, the Bruker BioSpin, Bruker CALID and Bruker Nano operating segments are aggregated into the BSI reportable segment because each has similar economic characteristics, production processes, service offerings, types and classes of customers, methods of distribution and regulatory environments.

 

Bruker BioSpin- The Bruker BioSpin Group manufactures and distributes enabling life science tools based on magnetic resonance technology. The majority of Bruker BioSpin’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 polymer 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 systems, infrared spectroscopy and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection in emergency response, homeland security and defense applications, and analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies. Customers of the Bruker CALID Group include pharmaceutical, biotechnology and diagnostics companies, contract research organizations, academic institutions, medical schools, nonprofit or for-profit forensics, agriculture, food and beverage safety, 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 biotechnology and pharmaceutical companies, academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial 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.

 

The unaudited condensed consolidated 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, 2016 and December 31, 2015, and for the three months ended March 31, 2016 and 2015, have been prepared in accordance with accounting principles generally accepted in the United States of America (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 any other interim period or the full year. Certain prior year amounts have been reclassified to conform to the current year presentation and had no effect on previously reported net income or cash flows.

 

At March 31, 2016, 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, 2015, have not changed.

 

Stock-Based Compensation
Stock-Based Compensation

 

2.Stock-Based Compensation

 

The Company’s awards of stock-based compensation are in the form of stock options and restricted stock. The Company recorded stock-based compensation expense as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Stock options

 

$

1.8 

 

$

1.8 

 

Restricted stock

 

0.4 

 

0.4 

 

 

 

 

 

 

 

Total stock-based compensation

 

$

2.2 

 

$

2.2 

 

 

 

 

 

 

 

 

 

 

Stock-based 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 rates are required for the Black-Scholes model and are presented in the table below:

 

 

 

2016

 

2015

 

Risk-free interest rates

 

1.32% - 2.05%

 

1.58% - 1.71%

 

Expected life

 

5.75-7.02 years

 

6.0 - 6.3 years

 

Volatility

 

34.39% - 41.60%

 

42.87% - 52.23%

 

Expected dividend yield

 

0.0% - 0.63%

 

0.0%

 

 

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 2010 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 any awards. Awards granted by the Committee typically vest over a period of three to five years.

 

Stock option activity for the three months ended March 31, 2016 was as follows:

 

 

 

Shares Subject
to Options

 

Weighted
Average
Option Price

 

Weighted
Average
Remaining
Contractual
Term (Yrs)

 

Aggregate
Intrinsic Value
(in millions) (b)

 

Outstanding at December 31, 2015

 

4,637,279

 

$

16.72

 

 

 

 

 

Granted

 

204,997

 

24.43

 

 

 

 

 

Exercised

 

(565,849

)

13.33

 

 

 

 

 

Forfeited

 

(73,710

)

17.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2016

 

4,202,717

 

$

17.54

 

6.8

 

$

44.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2016

 

1,899,133

 

$

14.62

 

4.9

 

$

25.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable and expected to vest at March 31, 2016 (a)

 

4,058,513

 

$

17.46

 

6.7

 

$

42.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

In addition to the options that are vested at March 31, 2016, 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 March 31, 2016.

(b)

The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $28.00 on March 31, 2016, or the date of exercises, as appropriate, and the exercise price of the underlying stock options.

 

The weighted average fair value of options granted was $9.98 and $8.70 per share for the three months ended March 31, 2016 and 2015, respectively.

 

The total intrinsic value of options exercised was $7.5 million and $2.4 million for the three months ended March 31, 2016 and 2015, respectively.

 

Restricted stock activity for the three months ended March 31, 2016 was as follows:

 

 

 

Shares Subject
to Restriction

 

Weighted
Average Grant
Date Fair
Value

 

Outstanding at December 31, 2015

 

243,150

 

$

18.58

 

Granted

 

13,105

 

24.80

 

Vested

 

(1,375

)

16.57

 

 

 

 

 

 

 

Outstanding at March 31, 2016

 

254,880

 

$

18.91

 

 

 

 

 

 

 

 

 

The total fair value of restricted stock vested was $0.0 million for the each of the three months ended March 31, 2016 and 2015.

 

At March 31, 2016, the Company expects to recognize pre-tax stock-based compensation expense of $15.6 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.56 years. In addition, the Company expects to recognize additional pre-tax stock-based compensation expense of $3.6 million associated with outstanding restricted stock awards granted under the Company’s stock plans over the weighted average remaining service period of 2.76 years.

 

Earnings Per Share
Earnings Per Share

 

3.Earnings Per Share

 

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

 

The following table sets forth the computation of basic and diluted weighted average shares outstanding and net income per common share attributable to Bruker Corporation shareholders (in millions, except per share amounts):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Net income attributable to Bruker Corporation, as reported

 

$

23.6 

 

$

6.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Weighted average shares outstanding-basic

 

163.3 

 

168.3 

 

Effect of dilutive securities:

 

 

 

 

 

Stock options and restricted stock

 

1.0 

 

1.4 

 

 

 

 

 

 

 

 

 

164.3 

 

169.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to Bruker Corporation shareholders:

 

 

 

 

 

Basic and diluted

 

$

0.14 

 

$

0.04 

 

 

 

 

 

 

 

 

 

 

Stock options to purchase approximately 0.0 million shares and 1.7 million shares were excluded from the computation of diluted earnings per share in the three months ended March 31, 2016 and 2015, respectively, as their effect would have been anti-dilutive.

Fair Value of Financial Instruments
Fair Value of Financial Instruments

 

4.Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).

 

The following tables set forth the Company’s financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at March 31, 2016 and December 31, 2015 (in millions):

 

March 31, 2016

 

Total

 

Quoted Prices
in Active
Markets
Available
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

210.6 

 

$

210.6 

 

$

 

$

 

Restricted cash

 

1.7 

 

1.7 

 

 

 

Foreign exchange contracts

 

1.1 

 

 

1.1 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.1 

 

 

0.1 

 

 

Long-term restricted cash

 

2.7 

 

2.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets recorded at fair value

 

$

216.2 

 

$

215.0 

 

$

1.2 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

4.6 

 

$

 

$

 

$

4.6 

 

Foreign exchange contracts

 

0.2 

 

 

0.2 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.4 

 

 

0.4 

 

 

Fixed price commodity contracts

 

0.3 

 

 

0.3 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities recorded at fair value

 

$

5.5 

 

$

 

$

0.9 

 

$

4.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

Total

 

Quoted Prices
in Active
Markets
Available
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

201.2 

 

$

201.2 

 

$

 

$

 

Restricted cash

 

1.5 

 

1.5 

 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.5 

 

 

0.5 

 

 

Long-term restricted cash

 

2.6 

 

2.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets recorded at fair value

 

$

205.8 

 

$

205.3 

 

$

0.5 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

4.6 

 

$

 

$

 

$

4.6 

 

Foreign exchange contracts

 

1.3 

 

 

1.3 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.5 

 

 

0.5 

 

 

Fixed price commodity contracts

 

0.4 

 

 

0.4 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities recorded at fair value

 

$

6.8 

 

$

 

$

2.2 

 

$

4.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company’s financial instruments consist primarily of cash equivalents, short-term investments, restricted cash, derivative instruments consisting of foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts, accounts receivable, short-term borrowings, accounts payable, contingent consideration and long-term debt. The carrying amounts of the Company’s cash equivalents, short-term investments, 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 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 $257.6 million and $252.1 million at March 31, 2016 and December 31, 2015, respectively, based on market and observable sources with similar maturity dates.

 

Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities and did not elect the fair value option for any financial assets or liabilities which originated during the three months ended March 31, 2016 or 2015.

 

As part of certain historical 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 applicable acquired companies based on achieving annual revenue and gross margin targets in certain years as specified in the purchase and sale agreements. The Company initially valued the contingent consideration by using a Monte Carlo simulation which models future revenue and costs of goods sold projections and discounts the average results to present value. There were no changes to the fair value of the contingent considerations recognized in earnings for the three months ended March 31, 2016.  Changes to the fair value of the contingent consideration recognized in earnings for the three months ended March 31, 2015 was $0.1 million, and was recorded within Other Charges, net in the unaudited condensed consolidated statements of income and comprehensive income (loss). There was no activity or change in value in the contingent consideration liability as of March 31, 2016 compared to December 31, 2015.

 

During the second quarter of 2014, the Company commenced a program to enter into time deposits with varying maturity dates ranging from one to twelve months, as well as call deposits for which the Company has the ability to redeem the invested amounts over a period of 31 to 95 days.  The Company has classified these investments within cash and cash equivalents or short-term investments within the unaudited condensed consolidated balance sheet based on the call and maturity dates.  As of March 31, 2016 there are no cash equivalents outstanding and $210.6 million of short-term investments.

 

Short-term investments are classified as available-for-sale and are reported at fair value, with unrealized gains (losses) excluded from earnings and reported, net of tax, in accumulated other comprehensive income (loss) within the accompanying unaudited condensed consolidated balance sheet. There were no unrealized gains (losses) recorded during the three months ended March 31, 2016 and 2015. On a quarterly basis, the Company reviews its short-term investments to determine if there have been any events that could create an impairment.  None were noted for the three months ended March 31, 2016 and 2015.

 

Inventories
Inventories

 

5.Inventories

 

Inventories consisted of the following (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

Raw materials

 

$

141.2 

 

$

158.8 

 

Work-in-process

 

188.7 

 

131.1 

 

Finished goods

 

91.3 

 

93.3 

 

Demonstration units

 

38.9 

 

38.8 

 

 

 

 

 

 

 

Inventories

 

$

460.1 

 

$

422.0 

 

 

 

 

 

 

 

 

 

 

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, 2016 and December 31, 2015, inventory-in-transit was $40.8 million and $44.7 million, respectively.

 

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 $4.8 million and $5.0 million for the three months ended March 31, 2016 and 2015, respectively.

 

Goodwill and Intangible Assets
Goodwill and Intangible Assets

 

6.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, 2016 (in millions):

 

Balance at December 31, 2015

 

$

130.6 

 

Foreign currency effect

 

1.3 

 

 

 

 

 

Balance at March 31, 2016

 

$

131.9 

 

 

 

 

 

 

 

The following is a summary of intangible assets (in millions):

 

 

 

March 31, 2016

 

December 31, 2015

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Existing technology and related patents

 

$

154.7

 

$

(99.6

)

$

55.1

 

$

154.5

 

$

(95.5

)

$

59.0

 

Customer relationships

 

18.5

 

(6.4

)

12.1

 

18.4

 

(5.9

)

12.5

 

Non compete contracts

 

1.8

 

(0.7

)

1.1

 

1.8

 

(0.6

)

1.2

 

Trade names

 

1.6

 

(0.2

)

1.4

 

1.6

 

(0.2

)

1.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization

 

176.6

 

(106.9

)

69.7

 

176.3

 

(102.2

)

74.1

 

In-process research and development

 

0.6

 

 

0.6

 

0.6

 

 

0.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

$

177.2

 

$

(106.9

)

$

70.3

 

$

176.9

 

$

(102.2

)

$

74.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2016 and 2015, the Company recorded amortization expense of $5.4 million and $5.2 million, respectively, related to intangible assets subject to amortization.

 

Debt
Debt

 

7.Debt

 

The Company’s debt obligations as of March 31, 2016 and December 31, 2015 consisted of the following (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

US Dollar revolving loan under the 2015 Credit Agreement

 

$

61.0

 

$

25.0

 

US Dollar notes under the Note Purchase Agreement

 

240.0

 

240.0

 

Unamortized debt issuance costs under the Note Purchase Agreement

 

(0.9

)

(0.9

)

Capital lease obligations and other loans

 

2.1

 

1.7

 

 

 

 

 

 

 

Total debt

 

302.2

 

265.8

 

Current portion of long-term debt

 

(20.4

)

(0.6

)

 

 

 

 

 

 

Total long-term debt, less current portion

 

$

281.8

 

$

265.2

 

 

 

 

 

 

 

 

 

 

On October 27, 2015, the Company entered into a new revolving credit agreement, referred to as the 2015 Credit Agreement, and terminated the prior credit agreement.  The 2015 Credit Agreement provides a maximum commitment on the Company’s revolving credit line of $500.0 million and a maturity date of October 2020.  Borrowings under the revolving credit line of the 2015 Credit Agreement accrue interest, at the Company’s option, at either (a) the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) adjusted LIBOR plus 1.00%, plus margins ranging from 0.00% to 0.30% or (b) LIBOR, plus margins ranging from 0.90% to 1.30%.  There is also a facility fee ranging from 0.10% to 0.20%.

 

Borrowings under the 2015 Credit Agreement are secured by guarantees from certain material subsidiaries, as defined in the 2015 Credit Agreement. The 2015 Credit Agreement also requires the Company to maintain certain financial ratios related to maximum leverage and minimum interest coverage. Specifically, the Company’s leverage ratio cannot exceed 3.5 and the Company’s interest coverage ratio cannot be less than 2.5.  In addition to the financial ratios, the 2015 Credit Agreement contains negative covenants, including among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends and transactions with affiliates.  Failure to comply with any of these restrictions or covenants may result in an event of default on the 2015 Credit Agreement, which could permit acceleration of the debt and require the Company to prepay the debt before its scheduled due date.

 

As of March 31, 2016, the Company was in compliance with the covenants of the 2015 Credit Agreement. The Company’s leverage ratio (as defined in the 2015 Credit Agreement) was 1.1 and interest coverage ratio (as defined in the 2015 Credit Agreement) was 15.9.

 

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 March 31, 2016 (in millions):

 

 

 

Weighted
Average
Interest Rate

 

Total Amount
Committed by
Lenders

 

Outstanding
Borrowings

 

Outstanding
Lines of Credit

 

Total Amount
Available

 

2015 Credit Agreement

 

1.6 

%

$

500.0 

 

$

61.0 

 

$

0.8 

 

$

438.2 

 

Other lines of credit

 

 

248.7 

 

 

128.9 

 

119.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revolving lines of credit

 

 

 

$

748.7 

 

$

61.0 

 

$

129.7 

 

$

558.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In January 2012, the Company entered into a note purchase agreement, referred to as the Note Purchase Agreement, with a group of accredited institutional investors. Pursuant to the Note Purchase Agreement, the Company issued and sold $240.0 million of senior notes, referred to as the Senior Notes, which consist of the following:

 

·

$20.0 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.

 

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 Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

 

The Note Purchase Agreement contains affirmative covenants, including, without limitation, maintenance of corporate existence, compliance with laws, maintenance of insurance and properties, payment of taxes, addition of subsidiary guarantors and furnishing notices and other information. The Note Purchase Agreement also contains certain restrictive covenants that restrict the Company’s ability to, among other things, incur liens, transfer or sell assets, engage in certain mergers and consolidations and enter into transactions with affiliates. The Note Purchase Agreement also includes customary representations and warranties and events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. In the case of payment events of defaults, any holder of Senior Notes affected thereby may declare all Senior Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Senior Notes may declare all the Senior Notes to be due and payable immediately. Pursuant to the Note Purchase Agreement, so long as any Senior Notes are outstanding the Company will not permit (i) its leverage ratio, as determined pursuant to the Note Purchase Agreement, as of the end of any fiscal quarter to exceed 3.50 to 1.00, (ii) its interest coverage ratio as determined pursuant to the Note Purchase Agreement as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1 or (iii) priority debt at any time to exceed 25% of consolidated net worth, as determined pursuant to the Note Purchase Agreement.

 

As of March 31, 2016, the Company was in compliance with the covenants of the Note Purchase Agreement.  The Company’s leverage ratio (as defined in the Note Purchase Agreement) was 1.1 and interest coverage ratio (as defined in the Note Purchase Agreement) was 15.9.

 

In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends the existing guidance to require that debt issuance costs be presented in the unaudited condensed consolidated balance sheet as a reduction from the carrying amount of the related debt liability instead of as an other asset. The Company adopted ASU 2015-03 on a retrospective basis for the period ended March 31, 2016.  As of March 31, 2016 and December 31, 2015, there was $0.9 million in debt issuance costs shown above as a reduction of the carrying value of the related debt liability under the Note Purchase Agreement.  The $0.9 million in debt issuance costs as of March 31, 2016 will be amortized over the remaining term of the Note Purchase Agreement. The retrospective adoption resulted in $0.9 million of debt issuance costs being reclassified from other current assets and other non-current assets to a reduction of the carrying value of long-term debt as of December 31, 2015. The Company also adopted ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, and elected not to reclassify the debt issuance costs related to line-of-credit arrangements for the 2015 Credit Agreement.

 

Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities

 

8.Derivative Instruments and Hedging Activities

 

Interest Rate Risks

 

The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related short-term market rates. The most significant component of the Company’s interest rate risk relates to amounts outstanding under the 2015 Credit Agreement, which totaled $61.0 million at March 31, 2016. The Company currently has a higher level of fixed rate debt than variable rate debt, which limits the exposure to adverse movements in interest rates.

 

Foreign Exchange Rate Risk Management

 

The Company generates a substantial portion of its revenues and expenses in international markets, principally Germany and other countries in the European Union, Switzerland and Japan, which subjects its operations to the impact 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 exchange contracts in order to minimize the volatility that fluctuations in foreign currency 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. These transactions do not qualify for hedge accounting and, accordingly, the instrument is recorded at fair value with the corresponding gains and losses recorded in the unaudited condensed consolidated statements of income and comprehensive income (loss). The Company had the following notional amounts outstanding under foreign exchange contracts at March 31, 2016 and December 31, 2015 (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, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

22.0 

 

U.S. Dollars

 

April 2016

 

$

24.2 

 

$

0.9 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swiss Francs

 

5.9 

 

U.S. Dollars

 

April 2016

 

6.0 

 

0.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollars

 

6.0 

 

Israel Shekel

 

April 2016

 

6.0 

 

 

0.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

36.2 

 

$

1.1 

 

$

0.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

21.1 

 

U.S. Dollars

 

January 2016

 

$

24.2 

 

$

 

$

1.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swiss Francs

 

5.9 

 

U.S. Dollars

 

April 2016

 

6.0 

 

 

0.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollars

 

6.0 

 

Israel Shekel

 

April 2016

 

6.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

36.2 

 

$

 

$

1.3 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 by separately valuing the “embedded derivative” component of these contracts. Contracts denominated in currencies other than the functional currency of the transacting parties amounted to $50.2 million for the delivery of products and $3.3 million for the purchase of products at March 31, 2016 and $59.0 million for the delivery of products and $4.1 million for the purchase of products at December 31, 2015. The changes in the fair value of these embedded derivatives are recorded as foreign currency exchange gains/losses within Interest and Other Income (Expense), net in the unaudited condensed consolidated statements of income and comprehensive income (loss).

 

Commodity Price Risk Management

 

The Company has an arrangement with a customer under which it has a firm commitment to deliver copper based superconductors at a fixed price. In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these superconductors, the Company enters into commodity hedge contracts. At March 31, 2016 and December 31, 2015, the Company had fixed price commodity contracts with notional amounts aggregating $1.4 million and $2.0 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 (loss).

 

The fair value of the derivative instruments described above is recorded in the unaudited condensed consolidated balance sheets for the periods as follows (in millions):

 

 

 

 

 

March 31,

 

December 31,

 

 

 

Balance Sheet Location

 

2016

 

2015

 

Derivative assets:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

$

1.1 

 

$

 

Embedded derivatives in purchase and delivery contracts

 

Other current assets

 

0.1 

 

0.5 

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current liabilities

 

$

0.2 

 

$

1.3 

 

Embedded derivatives in purchase and delivery contracts

 

Other current liabilities

 

0.4 

 

0.5 

 

Fixed price commodity contracts

 

Other current liabilities

 

0.3 

 

0.4 

 

 

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 (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Foreign exchange contracts

 

$

2.2

 

$

(2.7

)

Embedded derivatives in purchase and delivery contracts

 

(0.3

)

0.3

 

Fixed price commodity contracts

 

0.1

 

 

 

 

 

 

 

 

Income (expense), net

 

$

2.0

 

$

(2.4

)

 

 

 

 

 

 

 

 

 

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 (loss).

 

Provision for Income Taxes
Provision for Income Taxes

 

9.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 each of the three months ended March 31, 2016 and 2015 was $4.8 million, representing effective tax rates of 16.9% and 41.0%, respectively.  The decrease in our effective tax rate for the three months ended March 31, 2016, when compared to the same period in 2015, was primarily caused by the recognition of previously uncertain tax benefits due to the closure of certain tax audits and changes in the expected mix of earnings among tax jurisdictions.  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 March 31, 2016 and December 31, 2015, the Company has unrecognized tax benefits, excluding penalties and interest, of approximately $15.0 million and $26.9 million, respectively, of which $9.1 million and $13.0 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, 2016 and December 31, 2015, approximately $3.1 million and $4.7 million, respectively, of accrued interest and penalties related to uncertain tax positions was included in other long-term liabilities on the unaudited condensed consolidated balance sheets.  Penalties and interest related to unrecognized tax benefits of $0.1 million and $0.8 million were recorded in the provision for income taxes during the three months ended March 31, 2016 and 2015, respectively.

 

The Company files tax returns in the United States, which include 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 tax years 2009 to 2015 are open tax years in Germany and Switzerland. Tax years 2011 to 2015 remain open for examination in the United States.

 

The Company asserts that its foreign earnings, with the exception of its foreign earnings that have been previously taxed by the U.S., are indefinitely reinvested.  The Company regularly evaluates its assertion that its foreign earnings are indefinitely reinvested.  If the cash, cash equivalents and short-term investments held by the Company’s foreign subsidiaries are needed to fund operations in the U.S., or the Company otherwise elects to repatriate the unremitted earnings of its foreign subsidiaries in the form of dividends or otherwise, or if the shares of the subsidiaries were sold or transferred, the Company would likely be subject to additional U.S. income taxes, net of the impact of any available tax credits, which could result in a higher effective tax rate in the future.

 

Commitments and Contingencies
Commitments and Contingencies

 

10.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, individually and in the aggregate, will not have a material impact on the Company’s financial position or results of operations. As of March 31, 2016 and December 31, 2015, accruals recorded for such potential contingencies were immaterial to the unaudited condensed consolidated financial statements.

 

Letters of Credit and Guarantees

 

At March 31, 2016 and December 31, 2015, the Company had bank guarantees of $129.7 million and $137.7 million, respectively, for customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered or warranty obligations are not fulfilled in compliance with the terms of the contract. These guarantees affect the availability of the Company’s lines of credit.

 

Shareholders' Equity
Shareholders' Equity

 

11.  Shareholder’s Equity

 

Share Repurchase Program

 

In November 2015, the Company’s Board of Directors suspended the Company’s previously announced Anti-Dilutive Repurchase Program until January 1, 2017 and approved an additional share repurchase program (the “Repurchase Program”) under which repurchases of common stock up to $225.0 million may occur from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. A total of 3,377,858 shares were repurchased at an aggregate cost of $83.1 million in the three months ended March 31, 2016 and 6,214,900 shares were repurchased at an aggregate cost of $148.1 million from the inception of the Repurchase Program through March 31, 2016. The Repurchase Program will continue in 2016 and the Company intends to fund any additional repurchases from cash on hand, future cash flows from operations and available borrowings under the revolving credit facility. As of May 2, 2016, 7,314,900 shares have been repurchased from the inception of the Repurchase Program at an aggregate cost of $179.9 million.

 

The repurchased shares are reflected within Treasury stock in the accompanying unaudited condensed consolidated balance sheet at March 31, 2016 and December 31, 2015.

 

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. The dividend was paid on March 24, 2016 to shareholders of record as of March 4, 2016 for an aggregate cost of $6.5 million.  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 (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are included in other comprehensive income (loss), but excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity, net of tax. The Company’s other comprehensive income (loss) is composed primarily of foreign currency translation adjustments and changes in the funded status of defined benefit pension plans. The following is a summary of comprehensive income (loss) (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Consolidated net income

 

$

23.6

 

$

6.9

 

Foreign currency translation adjustments

 

33.6

 

(72.9

)

Pension liability adjustments

 

(1.0

)

8.3

 

Other

 

 

 

 

 

 

 

 

 

Net comprehensive income (loss)

 

56.2

 

(57.7

)

Less: Comprehensive income attributable to noncontrolling interests

 

0.2

 

0.4

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to Bruker Corporation

 

$

56.0

 

$

(58.1

)

 

 

 

 

 

 

 

 

 

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax, at March 31, 2016 (in millions):

 

 

 

Foreign
Currency
Translation

 

Pension
Liability
Adjustment

 

Accumulated
Other
Comprehensive
Income

 

Balance at December 31, 2015

 

$

3.2

 

$

(47.4

)

$

(44.2

)

Other comprehensive loss before reclassifications

 

31.4

 

2.0

 

33.4

 

Realized loss on reclassification

 

 

(1.0

)

(1.0

)

 

 

 

 

 

 

 

 

Net current period other comprehensive income (loss)

 

31.4

 

1.0

 

32.4

 

 

 

 

 

 

 

 

 

Balance at March 31, 2016

 

$

34.6

 

$

(46.4

)

$

(11.8

)

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling Interests
Noncontrolling Interests

 

12.    Noncontrolling Interests

 

Noncontrolling interests represent the minority shareholders’ proportionate share of the Company’s majority owned subsidiaries. The following table sets forth the changes in noncontrolling interests (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Balance at beginning of period

 

$

6.8

 

$

5.8

 

Net income

 

 

0.4

 

Foreign currency translation adjustments

 

0.2

 

(0.4

)

 

 

 

 

 

 

Balance at end of period

 

$

7.0

 

$

5.8

 

 

 

 

 

 

 

 

 

 

Other Charges, Net
Other Charges, Net

 

13.    Other Charges, Net

 

The components of Other Charges, net were as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Information technology transformation costs

 

$

2.2 

 

$

1.7 

 

Restructuring charges

 

1.8 

 

1.3 

 

Pension settlement charge

 

 

10.2 

 

 

 

 

 

 

 

Other charges, net

 

$

4.0 

 

$

13.2 

 

 

 

 

 

 

 

 

 

 

In recent years, the Company has been undertaking productivity improvement initiatives in an effort to better optimize its operations.  These restructuring initiatives have included the divestiture of certain non-core businesses, outsourcing of various manufacturing activities, transferring or ceasing operations at certain facilities, and an overall right-sizing within the Company based on the current business environment.

 

The Company recorded total restructuring charges during the three months ended March 31, 2016 of $3.8 million, related to these initiatives, all within the BSI Segment.  These charges consisted of $0.2 million of inventory provisions for excess inventory, $2.3 million of severance costs and $1.3 million of exit related costs, such as professional service and facility exit charges.  During the three months ended March 31, 2016, the Company recorded restructuring charges of $2.0 million as a component of Cost of Revenue and $1.8 million as a component of Other Charges, net in the accompanying unaudited condensed consolidated statements of income and comprehensive income (loss).

 

The Company commenced a restructuring initiative in 2015 within the Bruker BioSpin Group, which was developed as a result of a revenue decline that occurred during the second half of 2014 and continued during the first half of 2015.  This initiative is intended to improve Bruker BioSpin Group’s operating results.  Restructuring actions resulted in a reduction of employee headcount within the Bruker BioSpin Group of approximately 9%. Included in the total restructuring charges discussed above are restructuring expenses related to this initiative recorded during the three months ended March 31, 2016 of $2.3 million of severance and exit costs, of which $1.3 million was recorded as a component of Cost of Revenue and $1.0 million as a component of Other Charges, net in the accompanying unaudited condensed consolidated statements of income and comprehensive income (loss). The restructuring initiative also included the closure and consolidation of a Bruker BioSpin Group manufacturing facility.  From inception of the restructuring initiative in the second quarter of 2015, cumulative restructuring expenses and other one-time charges recorded have been $18.5 million, consisting of $4.2 million of inventory write-downs and asset impairments and $14.3 million of severance and exit costs. As of March 31, 2016, expenses incurred under the restructuring initiative are substantially complete.

 

The following table sets forth the changes in restructuring reserves for the three months ended March 31, 2016 (in millions):

 

 

 

Total

 

Severance

 

Exit Costs

 

Provisions
for Excess
Inventory

 

Balance at December 31, 2015

 

$

23.1

 

$

10.3

 

$

2.4

 

$

10.4

 

Restructuring charges

 

3.8

 

2.3

 

1.3

 

0.2

 

Cash payments

 

(5.2

)

(3.6

)

(1.2

)

(0.4

)

Other, non-cash adjustments and foreign currency effect

 

(2.2

)

0.3

 

(0.8

)

(1.7

)

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2016

 

$

19.5

 

$

9.3

 

$

1.7

 

$

8.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

14.Interest and Other Income (Expense), Net

 

The components of Interest and Other Income (Expense), net, were as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Interest expense, net

 

$

(3.1

)

$

(3.1

)

Exchange losses on foreign currency transactions

 

(2.3

)

(0.4

)

Other

 

(0.2

)

 

 

 

 

 

 

 

Interest and other income (expense), net

 

$

(5.6

)

$

(3.5

)

 

 

 

 

 

 

 

 

 

Business Segment Information
Business Segment Information

 

15.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 are presented below (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Revenue:

 

 

 

 

 

BSI

 

$

350.4

 

$

327.5

 

BEST

 

27.2

 

27.5

 

Eliminations (a) 

 

(2.2

)

(1.5

)

 

 

 

 

 

 

Total revenue

 

$

375.4

 

$

353.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

BSI

 

$

33.0

 

$

13.7

 

BEST

 

 

1.0

 

Corporate, eliminations and other (b) 

 

1.0

 

0.5

 

 

 

 

 

 

 

Total operating income

 

$

34.0

 

$

15.2

 

 

 

 

 

 

 

 

 

 

 

(a)

Represents product and service revenue between reportable segments.

(b)

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

 

Total assets by reportable segment are as follows (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

Assets:

 

 

 

 

 

BSI

 

$

1,720.3

 

$

1,714.4

 

BEST

 

79.9

 

79.1

 

Eliminations and other (a)

 

(60.4

)

(63.5

)

 

 

 

 

 

 

Total assets

 

$

1,739.8

 

$

1,730.0

 

 

 

 

 

 

 

 

 

 

 

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

 

Recent Accounting Pronouncements
Recent Accounting Pronouncements

 

16.Recent Accounting Pronouncements

 

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment Accounting.  The new standard simplifies accounting for share-based payment transactions, including income tax consequences and the classification of the tax impact on the statement of cash flows. The new standard is effective as of January 1, 2017, and early adoption is permitted.  The Company is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU No. 2016-09 will have on the Company’s unaudited condensed consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases.  The new standard provides guidance on the recognition, measurement, presentation, and disclosure of leases. The new standard supersedes present U.S. GAAP guidance on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease liabilities, as well as additional disclosures. The new standard is effective as of January 1, 2019, and early adoption is permitted.  The Company is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU No. 2016-02 will have on the Company’s unaudited condensed consolidated financial statements.

 

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The new guidance eliminates the measurement of inventory at market value, and inventory will now be measured at the lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. ASU No. 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. The Company is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU No. 2015-11 will have on the Company’s unaudited condensed consolidated financial statements.

 

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs.  The new guidance changes the presentation of debt issuance costs in the balance sheet to a reduction of the related debt liability instead of classifying as an asset. The income statement presentation of debt issuance costs is unchanged. ASU No. 2015-03 is effective for annual periods after December 15, 2015, and interim periods within those years.  Early application is permitted and the guidance is to be applied retrospectively to all prior periods presented. In August 2015, the FASB issued ASU No.  2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, excluding debt issuance costs related to line-of-credit arrangements from the scope of ASU No. 2015-03.  The Company adopted ASU No. 2015-03 and No. 2015-15 in the first quarter of 2016 and the impact is reflected in the unaudited condensed consolidated balance sheet and further discussed in Note 7.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements under ASC Topic 605. The new guidance was the result of a joint project between the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop common revenue standards for GAAP and International Financial Reporting Standards. The core principle of the new guidance is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB elected to defer the effective date of ASU No. 2014-09 by one year to annual periods beginning after December 15, 2017, with early application permitted as of the previous effective date of December 15, 2016. The Company is currently assessing the impact the new guidance may have on its unaudited condensed consolidated financial statements upon adoption.

 

Stock-Based Compensation (Tables)

The Company recorded stock-based compensation expense as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Stock options

 

$

1.8 

 

$

1.8 

 

Restricted stock

 

0.4 

 

0.4 

 

 

 

 

 

 

 

Total stock-based compensation

 

$

2.2 

 

$

2.2 

 

 

 

 

 

 

 

 

 

 

Assumptions regarding volatility, expected life, dividend yield and risk-free interest rates are required for the Black-Scholes model and are presented in the table below:

 

 

 

2016

 

2015

 

Risk-free interest rates

 

1.32% - 2.05%

 

1.58% - 1.71%

 

Expected life

 

5.75-7.02 years

 

6.0 - 6.3 years

 

Volatility

 

34.39% - 41.60%

 

42.87% - 52.23%

 

Expected dividend yield

 

0.0% - 0.63%

 

0.0%

 

 

Stock option activity for the three months ended March 31, 2016 was as follows:

 

 

 

Shares Subject
to Options

 

Weighted
Average
Option Price

 

Weighted
Average
Remaining
Contractual
Term (Yrs)

 

Aggregate
Intrinsic Value
(in millions) (b)

 

Outstanding at December 31, 2015

 

4,637,279

 

$

16.72

 

 

 

 

 

Granted

 

204,997

 

24.43

 

 

 

 

 

Exercised

 

(565,849

)

13.33

 

 

 

 

 

Forfeited

 

(73,710

)

17.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2016

 

4,202,717

 

$

17.54

 

6.8

 

$

44.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2016

 

1,899,133

 

$

14.62

 

4.9

 

$

25.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable and expected to vest at March 31, 2016 (a)

 

4,058,513

 

$

17.46

 

6.7

 

$

42.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

In addition to the options that are vested at March 31, 2016, 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 March 31, 2016.

(b)

The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $28.00 on March 31, 2016, or the date of exercises, as appropriate, and the exercise price of the underlying stock options.

 

Restricted stock activity for the three months ended March 31, 2016 was as follows:

 

 

 

Shares Subject
to Restriction

 

Weighted
Average Grant
Date Fair
Value

 

Outstanding at December 31, 2015

 

243,150

 

$

18.58

 

Granted

 

13,105

 

24.80

 

Vested

 

(1,375

)

16.57

 

 

 

 

 

 

 

Outstanding at March 31, 2016

 

254,880

 

$

18.91

 

 

 

 

 

 

 

 

 

Earnings Per Share (Tables)
Computation of basic and diluted weighted average shares outstanding and net income per common share

 

The following table sets forth the computation of basic and diluted weighted average shares outstanding and net income per common share attributable to Bruker Corporation shareholders (in millions, except per share amounts):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Net income attributable to Bruker Corporation, as reported

 

$

23.6 

 

$

6.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Weighted average shares outstanding-basic

 

163.3 

 

168.3 

 

Effect of dilutive securities:

 

 

 

 

 

Stock options and restricted stock

 

1.0 

 

1.4 

 

 

 

 

 

 

 

 

 

164.3 

 

169.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to Bruker Corporation shareholders:

 

 

 

 

 

Basic and diluted

 

$

0.14 

 

$

0.04 

 

 

 

 

 

 

 

 

 

 

Fair Value of Financial Instruments (Tables)
Schedule of financial instruments measured at fair value on a recurring basis

The following tables set forth the Company’s financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at March 31, 2016 and December 31, 2015 (in millions):

 

March 31, 2016

 

Total

 

Quoted Prices
in Active
Markets
Available
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

210.6 

 

$

210.6 

 

$

 

$

 

Restricted cash

 

1.7 

 

1.7 

 

 

 

Foreign exchange contracts

 

1.1 

 

 

1.1 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.1 

 

 

0.1 

 

 

Long-term restricted cash

 

2.7 

 

2.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets recorded at fair value

 

$

216.2 

 

$

215.0 

 

$

1.2 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

4.6 

 

$

 

$

 

$

4.6 

 

Foreign exchange contracts

 

0.2 

 

 

0.2 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.4 

 

 

0.4 

 

 

Fixed price commodity contracts

 

0.3 

 

 

0.3 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities recorded at fair value

 

$

5.5 

 

$

 

$

0.9 

 

$

4.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

Total

 

Quoted Prices
in Active
Markets
Available
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

201.2 

 

$

201.2 

 

$

 

$

 

Restricted cash

 

1.5 

 

1.5 

 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.5 

 

 

0.5 

 

 

Long-term restricted cash

 

2.6 

 

2.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets recorded at fair value

 

$

205.8 

 

$

205.3 

 

$

0.5 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

4.6 

 

$

 

$

 

$

4.6 

 

Foreign exchange contracts

 

1.3 

 

 

1.3 

 

 

Embedded derivatives in purchase and delivery contracts

 

0.5 

 

 

0.5 

 

 

Fixed price commodity contracts

 

0.4 

 

 

0.4 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities recorded at fair value

 

$

6.8 

 

$

 

$

2.2 

 

$

4.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories (Tables)
Schedule of inventories

 

Inventories consisted of the following (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

Raw materials

 

$

141.2 

 

$

158.8 

 

Work-in-process

 

188.7 

 

131.1 

 

Finished goods

 

91.3 

 

93.3 

 

Demonstration units

 

38.9 

 

38.8 

 

 

 

 

 

 

 

Inventories

 

$

460.1 

 

$

422.0 

 

 

 

 

 

 

 

 

 

 

Goodwill and Other Intangible Assets (Tables)

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2016 (in millions):

 

Balance at December 31, 2015

 

$

130.6 

 

Foreign currency effect

 

1.3 

 

 

 

 

 

Balance at March 31, 2016

 

$

131.9 

 

 

 

 

 

 

 

The following is a summary of intangible assets (in millions):

 

 

 

March 31, 2016

 

December 31, 2015

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Existing technology and related patents

 

$

154.7

 

$

(99.6

)

$

55.1

 

$

154.5

 

$

(95.5

)

$

59.0

 

Customer relationships

 

18.5

 

(6.4

)

12.1

 

18.4

 

(5.9

)

12.5

 

Non compete contracts

 

1.8

 

(0.7

)

1.1

 

1.8

 

(0.6

)

1.2

 

Trade names

 

1.6

 

(0.2

)

1.4

 

1.6

 

(0.2

)

1.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets subject to amortization

 

176.6

 

(106.9

)

69.7

 

176.3

 

(102.2

)

74.1

 

In-process research and development

 

0.6

 

 

0.6

 

0.6

 

 

0.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

$

177.2

 

$

(106.9

)

$

70.3

 

$

176.9

 

$

(102.2

)

$

74.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt (Tables)

The Company’s debt obligations as of March 31, 2016 and December 31, 2015 consisted of the following (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

US Dollar revolving loan under the 2015 Credit Agreement

 

$

61.0

 

$

25.0

 

US Dollar notes under the Note Purchase Agreement

 

240.0

 

240.0

 

Unamortized debt issuance costs under the Note Purchase Agreement

 

(0.9

)

(0.9

)

Capital lease obligations and other loans

 

2.1

 

1.7

 

 

 

 

 

 

 

Total debt

 

302.2

 

265.8

 

Current portion of long-term debt

 

(20.4

)

(0.6

)

 

 

 

 

 

 

Total long-term debt, less current portion

 

$

281.8

 

$

265.2

 

 

 

 

 

 

 

 

 

 

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 March 31, 2016 (in millions):

 

 

 

Weighted
Average
Interest Rate

 

Total Amount
Committed by
Lenders

 

Outstanding
Borrowings

 

Outstanding
Lines of Credit

 

Total Amount
Available

 

2015 Credit Agreement

 

1.6 

%

$

500.0 

 

$

61.0 

 

$

0.8 

 

$

438.2 

 

Other lines of credit

 

 

248.7 

 

 

128.9 

 

119.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revolving lines of credit

 

 

 

$

748.7 

 

$

61.0 

 

$

129.7 

 

$

558.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Instruments and Hedging Activities (Tables)

The Company had the following notional amounts outstanding under foreign exchange contracts at March 31, 2016 and December 31, 2015 (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, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

22.0 

 

U.S. Dollars

 

April 2016

 

$

24.2 

 

$

0.9 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swiss Francs

 

5.9 

 

U.S. Dollars

 

April 2016

 

6.0 

 

0.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollars

 

6.0 

 

Israel Shekel

 

April 2016

 

6.0 

 

 

0.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

36.2 

 

$

1.1 

 

$

0.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

21.1 

 

U.S. Dollars

 

January 2016

 

$

24.2 

 

$

 

$

1.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swiss Francs

 

5.9 

 

U.S. Dollars

 

April 2016

 

6.0 

 

 

0.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollars

 

6.0 

 

Israel Shekel

 

April 2016

 

6.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

36.2 

 

$

 

$

1.3 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The fair value of the derivative instruments described above is recorded in the unaudited condensed consolidated balance sheets for the periods as follows (in millions):

 

 

 

 

 

March 31,

 

December 31,

 

 

 

Balance Sheet Location

 

2016

 

2015

 

Derivative assets:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

$

1.1 

 

$

 

Embedded derivatives in purchase and delivery contracts

 

Other current assets

 

0.1 

 

0.5 

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current liabilities

 

$

0.2 

 

$

1.3 

 

Embedded derivatives in purchase and delivery contracts

 

Other current liabilities

 

0.4 

 

0.5 

 

Fixed price commodity contracts

 

Other current liabilities

 

0.3 

 

0.4 

 

 

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 (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Foreign exchange contracts

 

$

2.2

 

$

(2.7

)

Embedded derivatives in purchase and delivery contracts

 

(0.3

)

0.3

 

Fixed price commodity contracts

 

0.1

 

 

 

 

 

 

 

 

Income (expense), net

 

$

2.0

 

$

(2.4

)

 

 

 

 

 

 

 

 

 

Shareholders' Equity (Tables)

The following is a summary of comprehensive income (loss) (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Consolidated net income

 

$

23.6

 

$

6.9

 

Foreign currency translation adjustments

 

33.6

 

(72.9

)

Pension liability adjustments

 

(1.0

)

8.3

 

Other

 

 

 

 

 

 

 

 

 

Net comprehensive income (loss)

 

56.2

 

(57.7

)

Less: Comprehensive income attributable to noncontrolling interests

 

0.2

 

0.4

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to Bruker Corporation

 

$

56.0

 

$

(58.1

)

 

 

 

 

 

 

 

 

 

 

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax, at March 31, 2016 (in millions):

 

 

 

Foreign
Currency
Translation

 

Pension
Liability
Adjustment

 

Accumulated
Other
Comprehensive
Income

 

Balance at December 31, 2015

 

$

3.2

 

$

(47.4

)

$

(44.2

)

Other comprehensive loss before reclassifications

 

31.4

 

2.0

 

33.4

 

Realized loss on reclassification

 

 

(1.0

)

(1.0

)

 

 

 

 

 

 

 

 

Net current period other comprehensive income (loss)

 

31.4

 

1.0

 

32.4

 

 

 

 

 

 

 

 

 

Balance at March 31, 2016

 

$

34.6

 

$

(46.4

)

$

(11.8

)

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling Interests (Tables)
Schedule of changes in noncontrolling interests

The following table sets forth the changes in noncontrolling interests (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Balance at beginning of period

 

$

6.8

 

$

5.8

 

Net income

 

 

0.4

 

Foreign currency translation adjustments

 

0.2

 

(0.4

)

 

 

 

 

 

 

Balance at end of period

 

$

7.0

 

$

5.8

 

 

 

 

 

 

 

 

 

 

Other Charges, Net (Tables)

The components of Other Charges, net were as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Information technology transformation costs

 

$

2.2 

 

$

1.7 

 

Restructuring charges

 

1.8 

 

1.3 

 

Pension settlement charge

 

 

10.2 

 

 

 

 

 

 

 

Other charges, net

 

$

4.0 

 

$

13.2 

 

 

 

 

 

 

 

 

 

 

The following table sets forth the changes in restructuring reserves for the three months ended March 31, 2016 (in millions):

 

 

 

Total

 

Severance

 

Exit Costs

 

Provisions
for Excess
Inventory

 

Balance at December 31, 2015

 

$

23.1

 

$

10.3

 

$

2.4

 

$

10.4

 

Restructuring charges

 

3.8

 

2.3

 

1.3

 

0.2

 

Cash payments

 

(5.2

)

(3.6

)

(1.2

)

(0.4

)

Other, non-cash adjustments and foreign currency effect

 

(2.2

)

0.3

 

(0.8

)

(1.7

)

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2016

 

$

19.5

 

$

9.3

 

$

1.7

 

$

8.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and Other Income (Expense), Net (Tables)
Components of interest and other income (expense), net

 

The components of Interest and Other Income (Expense), net, were as follows (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Interest expense, net

 

$

(3.1

)

$

(3.1

)

Exchange losses on foreign currency transactions

 

(2.3

)

(0.4

)

Other

 

(0.2

)

 

 

 

 

 

 

 

Interest and other income (expense), net

 

$

(5.6

)

$

(3.5

)

 

 

 

 

 

 

 

 

 

Business Segment Information (Tables)
Schedule of revenue, operating income and total assets by reporting segment

 

Revenue and operating income by reportable segment are presented below (in millions):

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

Revenue:

 

 

 

 

 

BSI

 

$

350.4

 

$

327.5

 

BEST

 

27.2

 

27.5

 

Eliminations (a) 

 

(2.2

)

(1.5

)

 

 

 

 

 

 

Total revenue

 

$

375.4

 

$

353.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

BSI

 

$

33.0

 

$

13.7

 

BEST

 

 

1.0

 

Corporate, eliminations and other (b) 

 

1.0

 

0.5

 

 

 

 

 

 

 

Total operating income

 

$

34.0

 

$

15.2

 

 

 

 

 

 

 

 

 

 

 

(a)

Represents product and service revenue between reportable segments.

(b)

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

 

 

Total assets by reportable segment are as follows (in millions):

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

Assets:

 

 

 

 

 

BSI

 

$

1,720.3

 

$

1,714.4

 

BEST

 

79.9

 

79.1

 

Eliminations and other (a)

 

(60.4

)

(63.5

)

 

 

 

 

 

 

Total assets

 

$

1,739.8

 

$

1,730.0

 

 

 

 

 

 

 

 

 

 

 

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

 

Description of Business (Details)
3 Months Ended
Mar. 31, 2016
segment
Description of Business
 
Number of reportable segments
BSI
 
Description of Business
 
Segment revenue (as a percent)
93.00% 
Number of operating segments
Stock-Based Compensation - Expense (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Stock-Based Compensation
 
 
Total stock-based compensation
$ 2.2 
$ 2.2 
Stock options
 
 
Stock-Based Compensation
 
 
Total stock-based compensation
1.8 
1.8 
Restricted stock
 
 
Stock-Based Compensation
 
 
Total stock-based compensation
$ 0.4 
$ 0.4 
Stock-Based Compensation - Assumptions and Plan Information (Details)
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Stock options
 
 
Stock-Based Compensation
 
 
Risk-free interest rate, minimum (as a percent)
1.32% 
1.58% 
Risk-free interest rate, maximum (as a percent)
2.05% 
1.71% 
Volatility, minimum (as a percent)
34.39% 
42.87% 
Volatility, maximum (as a percent)
41.60% 
52.23% 
Stock options |
Minimum
 
 
Stock-Based Compensation
 
 
Vesting period
3 years 
 
Expected life
5 years 9 months 
6 years 
Stock options |
Maximum
 
 
Stock-Based Compensation
 
 
Vesting period
5 years 
 
Expected life
7 years 7 days 
6 years 3 months 18 days 
Expected dividend yield (as a percent)
0.63% 
 
Bruker Corporation Stock Plan
 
 
Stock-Based Compensation
 
 
Common stock authorized for issuance (in shares)
8,000,000 
 
Bruker Corporation Stock Plan |
Minimum
 
 
Stock-Based Compensation
 
 
Vesting period
3 years 
 
Bruker Corporation Stock Plan |
Maximum
 
 
Stock-Based Compensation
 
 
Vesting period
5 years 
 
Stock-Based Compensation - Stock Option Activity (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Stock options, additional information
 
 
Fair value of the Company's common stock price (in dollars per share)
$ 28.00 
 
Bruker Corporation Stock Plan |
Stock options
 
 
Stock options, Shares Subject to Options
 
 
Outstanding at the beginning of the period (in shares)
4,637,279 
 
Granted (in shares)
204,997 
 
Exercised (in shares)
(565,849)
 
Forfeited (in shares)
(73,710)
 
Outstanding at the end of the period (in shares)
4,202,717 
 
Exercisable at the end of the period (in shares)
1,899,133 
 
Exercisable and expected to vest at the end of the period (in shares)
4,058,513 
 
Stock options, Weighted Average Option Price
 
 
Outstanding at the beginning of the period (in dollars per share)
$ 16.72 
 
Granted (in dollars per share)
$ 24.43 
 
Exercised (in dollars per share)
$ 13.33 
 
Forfeited (in dollars per share)
$ 17.13 
 
Outstanding at the end of the period (in dollars per share)
$ 17.54 
 
Exercisable at the end of the period (in dollars per share)
$ 14.62 
 
Exercisable and expected to vest at the end of the period (in dollars per share)
$ 17.46 
 
Stock options, additional information
 
 
Weighted Average Remaining Contractual Term, Outstanding
6 years 9 months 18 days 
 
Weighted Average Remaining Contractual Term, Exercisable
4 years 10 months 24 days 
 
Weighted Average Remaining Contractual Term, Exercisable and expected to vest
6 years 8 months 12 days 
 
Aggregate Intrinsic Value, Outstanding
$ 44.0 
 
Aggregate Intrinsic Value, Exercisable
25.4 
 
Aggregate Intrinsic Value, Exercisable and expected to vest
42.8 
 
Weighted average fair values of options granted (in dollars per share)
$ 9.98 
$ 8.70 
Intrinsic value of options exercised
$ 7.5 
$ 2.4 
Stock-Based Compensation - Restricted Stock Activity (Details) (Bruker Corporation Stock Plan, Restricted stock, USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Bruker Corporation Stock Plan |
Restricted stock
 
 
Restricted stock, Number of Shares
 
 
Outstanding at the beginning of the period (in shares)
243,150 
 
Granted (in shares)
13,105 
 
Vested (in shares)
(1,375)
 
Outstanding at the end of the period (in shares)
254,880 
 
Restricted stock, Weighted Average Grant Date Fair Value
 
 
Outstanding at the beginning of the period (in dollars per share)
$ 18.58 
 
Granted (in dollars per share)
$ 24.80 
 
Vested (in dollars per share)
$ 16.57 
 
Outstanding at the end of the period (in dollars per share)
$ 18.91 
 
Total fair value of shares vested
$ 0 
$ 0 
Stock-Based Compensation - Unrecognized Compensation Expense (Details) (Bruker Corporation Stock Plan, USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Stock options
 
Stock-Based Compensation
 
Expected pre-tax stock-based compensation expense
$ 15.6 
Weighted average remaining service period
2 years 6 months 22 days 
Restricted stock
 
Stock-Based Compensation
 
Expected pre-tax stock-based compensation expense
$ 3.6 
Weighted average remaining service period
2 years 9 months 4 days 
Earnings Per Share - Computation (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Earnings Per Share
 
 
Net income attributable to Bruker Corporation, as reported -basic
$ 23.6 
$ 6.5 
Net income attributable to Bruker Corporation, as reported -diluted
$ 23.6 
$ 6.5 
Weighted average shares outstanding:
 
 
Weighted average shares outstanding-basic
163.3 
168.3 
Effect of dilutive securities:
 
 
Stock options and restricted stock units (in shares)
1.0 
1.4 
Weighted average shares outstanding-diluted
164.3 
169.7 
Net income per common share attributable to Bruker Corporation shareholders:
 
 
Basic and diluted (in dollars per share)
$ 0.14 
$ 0.04 
Earnings Per Share - Anti-dilutive Stock Options (Details) (Stock options)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Stock options
 
 
Anti-dilutive securities
 
 
Number of shares excluded from the computation of diluted earnings per share
1.7 
Fair Value of Financial Instruments - Hierarchy (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2016
Dec. 31, 2015
Assets:
 
 
Short-term investments
$ 210.6 
$ 201.2 
Significant Other Observable Inputs (Level 2)
 
 
Liabilities:
 
 
Fair value of the long-term fixed interest rate debt
257.6 
252.1 
Recurring basis
 
 
Assets:
 
 
Short-term investments
210.6 
201.2 
Restricted cash
1.7 
1.5 
Foreign exchange contracts
1.1 
 
Embedded derivatives in purchase and delivery contracts
0.1 
0.5 
Long-term restricted cash
2.7 
2.6 
Total assets recorded at fair value
216.2 
205.8 
Liabilities:
 
 
Contingent consideration
4.6 
4.6 
Foreign exchange contracts
0.2 
1.3 
Embedded derivatives in purchase and delivery contracts
0.4 
0.5 
Fixed price commodity contracts
0.3 
0.4 
Total liabilities recorded at fair value
5.5 
6.8 
Recurring basis |
Quoted Prices in Active Markets Available (Level 1)
 
 
Assets:
 
 
Short-term investments
210.6 
201.2 
Restricted cash
1.7 
1.5 
Long-term restricted cash
2.7 
2.6 
Total assets recorded at fair value
215.0 
205.3 
Recurring basis |
Significant Other Observable Inputs (Level 2)
 
 
Assets:
 
 
Foreign exchange contracts
1.1 
 
Embedded derivatives in purchase and delivery contracts
0.1 
0.5 
Total assets recorded at fair value
1.2 
0.5 
Liabilities:
 
 
Foreign exchange contracts
0.2 
1.3 
Embedded derivatives in purchase and delivery contracts
0.4 
0.5 
Fixed price commodity contracts
0.3 
0.4 
Total liabilities recorded at fair value
0.9 
2.2 
Recurring basis |
Significant Unobservable Inputs (Level 3)
 
 
Liabilities:
 
 
Contingent consideration
4.6 
4.6 
Total liabilities recorded at fair value
$ 4.6 
$ 4.6 
Fair Value of Financial Instruments - Contingent Consideration (Details) (Contingent consideration, USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Contingent consideration
 
 
Fair value of financial instruments
 
 
Amount of changes to the fair value of the contingent consideration recognized in earnings
$ 0 
$ 0.1 
Fair Value of Financial Instruments - Time and Call Deposits (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Dec. 31, 2015
Investments in time and call deposits
 
 
 
Cash equivalents
$ 0 
 
 
Short-term investments
210.6 
 
201.2 
Unrealized gains (losses) on available-for-sale securities
$ 0 
$ 0 
 
Minimum
 
 
 
Investments in time and call deposits
 
 
 
Maturity of time deposits
1 month 
 
 
Period of ability to redeem invested amounts on call deposits
31 days 
 
 
Maximum
 
 
 
Investments in time and call deposits
 
 
 
Maturity of time deposits
12 months 
 
 
Period of ability to redeem invested amounts on call deposits
95 days 
 
 
Inventories (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Dec. 31, 2015
Inventories
 
 
 
Raw materials
$ 141.2 
 
$ 158.8 
Work-in-process
188.7 
 
131.1 
Finished goods
91.3 
 
93.3 
Demonstration units
38.9 
 
38.8 
Inventories
460.1 
 
422.0 
Inventory-in-transit
40.8 
 
44.7 
Write-down of demonstration inventories to net realizable value
$ 4.8 
$ 5.0 
 
Goodwill and Intangible Assets - Goodwill (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Goodwill
 
Balance at the beginning of the period
$ 130.6 
Foreign currency impact
1.3 
Balance at the end of the period
$ 131.9 
Goodwill and Intangible Assets - Intangible Assets (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Dec. 31, 2015
Intangible assets:
 
 
 
Gross Carrying Amount, intangible assets subject to amortization
$ 176.6 
 
$ 176.3 
Accumulated Amortization, intangible assets subject to amortization
(106.9)
 
(102.2)
Net Carrying Amount, intangible assets subject to amortization
69.7 
 
74.1 
Gross Carrying Amount, total intangible assets
177.2 
 
176.9 
Net Carrying Amount, total intangible assets
70.3 
 
74.7 
Amortization expense related to intangible assets subject to amortization
5.4 
5.2 
 
In-process research and development
 
 
 
Intangible assets:
 
 
 
Gross Carrying Amount, intangible assets not subject to amortization
0.6 
 
0.6 
Net Carrying Amount, intangible assets not subject to amortization
0.6 
 
0.6 
Existing technology and related patents
 
 
 
Intangible assets:
 
 
 
Gross Carrying Amount, intangible assets subject to amortization
154.7 
 
154.5 
Accumulated Amortization, intangible assets subject to amortization
(99.6)
 
(95.5)
Net Carrying Amount, intangible assets subject to amortization
55.1 
 
59.0 
Customer relationships
 
 
 
Intangible assets:
 
 
 
Gross Carrying Amount, intangible assets subject to amortization
18.5 
 
18.4 
Accumulated Amortization, intangible assets subject to amortization
(6.4)
 
(5.9)
Net Carrying Amount, intangible assets subject to amortization
12.1 
 
12.5 
Non compete contracts
 
 
 
Intangible assets:
 
 
 
Gross Carrying Amount, intangible assets subject to amortization
1.8 
 
1.8 
Accumulated Amortization, intangible assets subject to amortization
(0.7)
 
(0.6)
Net Carrying Amount, intangible assets subject to amortization
1.1 
 
1.2 
Trade names
 
 
 
Intangible assets:
 
 
 
Gross Carrying Amount, intangible assets subject to amortization
1.6 
 
1.6 
Accumulated Amortization, intangible assets subject to amortization
(0.2)
 
(0.2)
Net Carrying Amount, intangible assets subject to amortization
$ 1.4 
 
$ 1.4 
Debt - Components (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2016
Dec. 31, 2015
Debt
 
 
Total debt
$ 302.2 
$ 265.8 
Current portion of long-term debt
(20.4)
(0.6)
Total long-term debt, less current portion
281.8 
265.2 
US Dollar notes under the Note Purchase Agreement
 
 
Debt
 
 
Debt, before unamortized debt issuance costs
240.0 
240.0 
Unamortized debt issuance costs
(0.9)
(0.9)
Capital lease obligations and other loans
 
 
Debt
 
 
Total debt
2.1 
1.7 
2015 Credit Agreement |
US Dollar revolving loan
 
 
Debt
 
 
Total debt
$ 61.0 
$ 25.0 
Debt - Credit Agreements (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Debt
 
Maximum commitment
$ 748.7 
2015 Credit Agreement |
US Dollar revolving loan
 
Debt
 
Maximum commitment
$ 500.0 
Maximum leverage ratio allowed
3.5 
Minimum interest coverage ratio required
2.5 
Actual leverage ratio
1.1 
Actual interest coverage ratio
15.9 
2015 Credit Agreement |
US Dollar revolving loan |
Minimum
 
Debt
 
Facility fee (as a percent)
0.10% 
2015 Credit Agreement |
US Dollar revolving loan |
Maximum
 
Debt
 
Facility fee (as a percent)
0.20% 
2015 Credit Agreement |
US Dollar revolving loan |
Greatest of prime rate, federal funds rate plus spread and adjusted LIBOR plus spread |
Minimum
 
Debt
 
Interest rate added to base rate (as a percent)
0.00% 
2015 Credit Agreement |
US Dollar revolving loan |
Greatest of prime rate, federal funds rate plus spread and adjusted LIBOR plus spread |
Maximum
 
Debt
 
Interest rate added to base rate (as a percent)
0.30% 
2015 Credit Agreement |
US Dollar revolving loan |
Prime rate
 
Debt
 
Variable interest rate base
prime rate 
2015 Credit Agreement |
US Dollar revolving loan |
Federal funds rate
 
Debt
 
Variable interest rate base
federal funds rate 
Interest rate added to base rate (as a percent)
0.50% 
2015 Credit Agreement |
US Dollar revolving loan |
Adjusted LIBOR
 
Debt
 
Variable interest rate base
adjusted LIBOR 
Interest rate added to base rate (as a percent)
1.00% 
2015 Credit Agreement |
US Dollar revolving loan |
LIBOR
 
Debt
 
Variable interest rate base
LIBOR 
2015 Credit Agreement |
US Dollar revolving loan |
LIBOR |
Minimum
 
Debt
 
Interest rate added to base rate (as a percent)
0.90% 
2015 Credit Agreement |
US Dollar revolving loan |
LIBOR |
Maximum
 
Debt
 
Interest rate added to base rate (as a percent)
1.30% 
Debt - Revolving Loan Arrangements (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2016
Dec. 31, 2015
Revolving loans
 
 
Total Amount Committed by Lenders
$ 748.7 
 
Outstanding Borrowings
61.0 
 
Outstanding Letters of Credit
129.7 
 
Total Amount Available
558.0 
 
Revolving Loans
 
 
Revolving loans
 
 
Outstanding Letters of Credit
129.7 
137.7 
Other lines of credit
 
 
Revolving loans
 
 
Total Amount Committed by Lenders
248.7 
 
Outstanding Letters of Credit
128.9 
 
Total Amount Available
119.8 
 
2015 Credit Agreement |
US Dollar revolving loan
 
 
Revolving loans
 
 
Weighted Average Interest Rate (as a percent)
1.60% 
 
Total Amount Committed by Lenders
500.0 
 
Outstanding Borrowings
61.0 
 
Outstanding Letters of Credit
0.8 
 
Total Amount Available
$ 438.2 
 
Debt - Senior Notes (Details) (US Dollar notes under the Note Purchase Agreement, USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Jan. 31, 2012
Debt
 
 
Senior notes
 
$ 240.0 
Additional aggregate principal amount that may be issued
600 
 
Minimum percentage of original aggregate principal that may be prepaid
10.00% 
 
Prepayment price as percentage of principal amount
100.00% 
 
Prepayment price as percentage of principal amount, in the event of a change in control
100.00% 
 
Maximum leverage ratio allowed
3.50 
 
Period for interest coverage ratio
1 year 
 
Minimum interest coverage ratio required
2.50 
 
Priority debt as a percentage of consolidated net worth
25.00% 
 
Actual leverage ratio
1.1 
 
Actual interest coverage ratio
15.9 
 
Minimum
 
 
Debt
 
 
Written notice period to holders of the Notes
30 days 
 
Maximum
 
 
Debt
 
 
Written notice period to holders of the Notes
60 days 
 
3.16% Series 2012A Senior Notes, Tranche A, due January 18, 2017
 
 
Debt
 
 
Senior notes
 
20.0 
Interest rate, stated percentage
 
3.16% 
3.74% Series 2012A Senior Notes, Tranche B, due January 18, 2019
 
 
Debt
 
 
Senior notes
 
15.0 
Interest rate, stated percentage
 
3.74% 
4.31% Series 2012A Senior Notes, Tranche C, due January 18, 2022
 
 
Debt
 
 
Senior notes
 
105.0 
Interest rate, stated percentage
 
4.31% 
4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024
 
 
Debt
 
 
Senior notes
 
$ 100.0 
Interest rate, stated percentage
 
4.46% 
Debt - Debt Issuance Costs (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2016
Dec. 31, 2015
Recent Accounting Pronouncements
 
 
Current portion of long-term debt and long-term debt
$ 302.2 
$ 265.8 
Accounting Standards Update ("ASU") 2015-03 - Simplifying the Presentation of Debt Issuance Costs |
Reclassification for retrospective adoption
 
 
Recent Accounting Pronouncements
 
 
Other current assets and other non-current assets
 
(0.9)
Current portion of long-term debt and long-term debt
 
$ (0.9)
Derivative Instruments and Hedging Activities - Risk Management (Details)
In Millions, unless otherwise specified
Mar. 31, 2016
USD ($)
Mar. 31, 2016
Embedded derivatives in purchase and delivery contracts
USD ($)
Dec. 31, 2015
Embedded derivatives in purchase and delivery contracts
USD ($)
Mar. 31, 2016
Fixed price commodity contracts
USD ($)
Dec. 31, 2015
Fixed price commodity contracts
USD ($)
Mar. 31, 2016
Not designated as hedging instruments
Foreign exchange contracts
USD ($)
Dec. 31, 2015
Not designated as hedging instruments
Foreign exchange contracts
USD ($)
Mar. 31, 2016
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:EUR
USD ($)
Mar. 31, 2016
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:EUR
EUR (€)
Dec. 31, 2015
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:EUR
USD ($)
Dec. 31, 2015
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:EUR
EUR (€)
Mar. 31, 2016
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:CHF
USD ($)
Mar. 31, 2016
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:CHF
CHF
Dec. 31, 2015
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:CHF
USD ($)
Dec. 31, 2015
Not designated as hedging instruments
Foreign exchange contracts
US Dollar:CHF
CHF
Mar. 31, 2016
Not designated as hedging instruments
Foreign exchange contracts
ILS:US Dollar
USD ($)
Dec. 31, 2015
Not designated as hedging instruments
Foreign exchange contracts
ILS:US Dollar
USD ($)
Dec. 31, 2015
Not designated as hedging instruments
Foreign exchange contracts
EUR:US Dollar
USD ($)
Mar. 31, 2016
2015 Credit Agreement
US Dollar revolving loan
USD ($)
Derivative instruments and hedging activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount outstanding
$ 61.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 61.0 
Notional Amount
 
 
 
1.4 
2.0 
36.2 
36.2 
24.2 
22.0 
24.2 
21.1 
6.0 
5.9 
6.0 
5.9 
6.0 
6.0 
6.0 
 
Fair Value of Assets
 
 
 
 
 
1.1 
 
0.9 
 
 
 
0.2 
 
 
 
 
 
 
 
Fair Value of Liabilities
 
 
 
 
 
0.2 
1.3 
 
 
1.2 
 
 
 
0.1 
 
0.2 
 
 
 
Notional amount of derivative sale contracts
 
50.2 
59.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative purchase contracts
 
$ 3.3 
$ 4.1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Instruments and Hedging Activities - Fair Values (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2016
Dec. 31, 2015
Foreign exchange contracts |
Other current assets
 
 
Derivative instruments and hedging activities
 
 
Derivative assets
$ 1.1 
 
Foreign exchange contracts |
Other current liabilities
 
 
Derivative instruments and hedging activities
 
 
Derivative liabilities
0.2 
1.3 
Embedded derivatives in purchase and delivery contracts |
Other current assets
 
 
Derivative instruments and hedging activities
 
 
Derivative assets
0.1 
0.5 
Embedded derivatives in purchase and delivery contracts |
Other current liabilities
 
 
Derivative instruments and hedging activities
 
 
Derivative liabilities
0.4 
0.5 
Fixed price commodity contracts |
Other current liabilities
 
 
Derivative instruments and hedging activities
 
 
Derivative liabilities
$ 0.3 
$ 0.4 
Derivative Instruments and Hedging Activities - Gains and Losses (Details) (Not designated as hedging instruments, USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Derivative instruments and hedging activities
 
 
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments
$ 2.0 
$ (2.4)
Foreign exchange contracts
 
 
Derivative instruments and hedging activities
 
 
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments
2.2 
(2.7)
Embedded derivatives in purchase and delivery contracts
 
 
Derivative instruments and hedging activities
 
 
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments
(0.3)
0.3 
Fixed price commodity contracts
 
 
Derivative instruments and hedging activities
 
 
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments
$ 0.1 
 
Provision for Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Dec. 31, 2015
Provision for Income Taxes
 
 
 
Income tax provision
$ 4.8 
$ 4.8 
 
Effective tax rates (as a percent)
16.90% 
41.00% 
 
Unrecognized tax benefits, excluding penalties and interest
15.0 
 
26.9 
Portion of unrecognized tax benefits, which if recognized, would result in a reduction of the effective tax rate
9.1 
 
13.0 
Accrued interest and penalties related to uncertain tax positions
3.1 
 
4.7 
Penalties and interest expense relating to unrecognized tax benefits
$ 0.1 
$ 0.8 
 
Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2016
Dec. 31, 2015
Commitments and contingencies
 
 
Bank guarantees primarily for customer advances
$ 129.7 
 
Revolving Loans
 
 
Commitments and contingencies
 
 
Bank guarantees primarily for customer advances
$ 129.7 
$ 137.7 
Shareholders' Equity - Share Repurchase and Dividends (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 3 Months Ended
Mar. 24, 2016
Feb. 22, 2016
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2016
Repurchase Program
May 2, 2016
Repurchase Program
Shareholders' Equity
 
 
 
 
 
 
Amount approved for repurchase of common stock
 
 
 
 
$ 225.0 
 
Common stock repurchased during the period (in shares)
 
 
 
 
3,377,858 
 
Aggregate cost of common stock repurchased during the period
 
 
 
 
83.1 
 
Repurchases to date (in shares)
 
 
7,668,905 
4,290,527 
6,214,900 
7,314,900 
Repurchases to date
 
 
174.1 
90.9 
148.1 
179.9 
Dividend declared (in dollars per share)
 
$ 0.04 
$ 0.04 
 
 
 
Dividend paid
$ 6.5 
 
$ 6.5 
 
 
 
Target dividend per annum (in dollars per share)
 
 
$ 0.16 
 
 
 
Shareholders' Equity - Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Summary of comprehensive income
 
 
Consolidated net income
$ 23.6 
$ 6.9 
Foreign currency translation adjustments
33.6 
(72.9)
Pension liability adjustments
(1.0)
8.3 
Net comprehensive income (loss)
56.2 
(57.7)
Less: Comprehensive income attributable to noncontrolling interests
0.2 
0.4 
Comprehensive income (loss) attributable to Bruker Corporation
$ 56.0 
$ (58.1)
Shareholders' Equity - AOCI (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Summary of the components of accumulated other comprehensive income, net of tax
 
Balance at beginning of period
$ (44.2)
Other comprehensive loss before reclassifications
33.4 
Realized loss on reclassification
(1.0)
Net current period other comprehensive income (loss)
32.4 
Balance at end of period
(11.8)
Foreign Currency Translation
 
Summary of the components of accumulated other comprehensive income, net of tax
 
Balance at beginning of period
3.2 
Other comprehensive loss before reclassifications
31.4 
Net current period other comprehensive income (loss)
31.4 
Balance at end of period
34.6 
Pension Liability Adjustment
 
Summary of the components of accumulated other comprehensive income, net of tax
 
Balance at beginning of period
(47.4)
Other comprehensive loss before reclassifications
2.0 
Realized loss on reclassification
(1.0)
Net current period other comprehensive income (loss)
1.0 
Balance at end of period
$ (46.4)
Noncontrolling Interests (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Noncontrolling interests
 
 
Balance at beginning of period
$ 6.8 
$ 5.8 
Net income
 
0.4 
Foreign currency translation adjustments
0.2 
(0.4)
Balance at end of period
$ 7.0 
$ 5.8 
Other Charges, Net - Components (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Other Charges, Net
 
 
Information technology transformation costs
$ 2.2 
$ 1.7 
Restructuring charges
1.8 
1.3 
Pension settlement charge
 
10.2 
Other charges, net
$ 4.0 
$ 13.2 
Other Charges, Net - Restructuring Plans (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Restructuring charges
 
Restructuring charges
$ 3.8 
Cost of Revenue
 
Restructuring charges
 
Restructuring charges
2.0 
Other Charges
 
Restructuring charges
 
Restructuring charges
1.8 
BSI
 
Restructuring charges
 
Restructuring charges
3.8 
Inventory provisions for inventory write-downs
0.2 
Severance costs
2.3 
Exit related costs
1.3 
BSI |
Bruker BioSpin Group
 
Restructuring charges
 
Severance and exit costs
2.3 
Reduction in employee headcount (as a percent)
9.00% 
Cumulative restructuring expenses and other on-time charges from inception
18.5 
BSI |
Bruker BioSpin Group |
Cost of Revenue
 
Restructuring charges
 
Severance and exit costs
1.3 
BSI |
Bruker BioSpin Group |
Other Charges
 
Restructuring charges
 
Severance and exit costs
1.0 
BSI |
Bruker BioSpin Group |
Inventory write-downs and asset impairments
 
Restructuring charges
 
Cumulative restructuring expenses and other on-time charges from inception
4.2 
BSI |
Bruker BioSpin Group |
Severance and Exit Costs
 
Restructuring charges
 
Cumulative restructuring expenses and other on-time charges from inception
$ 14.3 
Other Charges, Net - Restructuring Reserves (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Changes in the restructuring reserves
 
Balance at the beginning of the period
$ 23.1 
Restructuring charges
3.8 
Cash payments
(5.2)
Non-cash adjustments
(2.2)
Balance at the end of the period
19.5 
Severance
 
Changes in the restructuring reserves
 
Balance at the beginning of the period
10.3 
Restructuring charges
2.3 
Cash payments
(3.6)
Non-cash adjustments
0.3 
Balance at the end of the period
9.3 
Exit Costs
 
Changes in the restructuring reserves
 
Balance at the beginning of the period
2.4 
Restructuring charges
1.3 
Cash payments
(1.2)
Non-cash adjustments
(0.8)
Balance at the end of the period
1.7 
Provisions for Excess Inventory
 
Changes in the restructuring reserves
 
Balance at the beginning of the period
10.4 
Restructuring charges
0.2 
Cash payments
(0.4)
Non-cash adjustments
(1.7)
Balance at the end of the period
$ 8.5 
Interest and Other Income (Expense), Net (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Interest and Other Income (Expense), Net
 
 
Interest expense, net
$ (3.1)
$ (3.1)
Exchange losses on foreign currency transactions
(2.3)
(0.4)
Other
(0.2)
 
Interest and other income (expense), net
$ (5.6)
$ (3.5)
Business Segment Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2016
segment
Mar. 31, 2015
Dec. 31, 2015
Business segment information
 
 
 
Number of reportable segments
 
 
Revenue:
 
 
 
Total revenue
$ 375.4 
$ 353.5 
 
Operating Income:
 
 
 
Total operating income
34.0 
15.2 
 
Assets:
 
 
 
Total assets
1,739.8 
 
1,730.0 
Eliminations
 
 
 
Revenue:
 
 
 
Total revenue
(2.2)
(1.5)
 
Corporate, eliminations and other
 
 
 
Operating Income:
 
 
 
Total operating income
1.0 
0.5 
 
Assets:
 
 
 
Total assets
(60.4)
 
(63.5)
BSI |
Operating segments
 
 
 
Revenue:
 
 
 
Total revenue
350.4 
327.5 
 
Operating Income:
 
 
 
Total operating income
33.0 
13.7 
 
Assets:
 
 
 
Total assets
1,720.3 
 
1,714.4 
BEST |
Operating segments
 
 
 
Revenue:
 
 
 
Total revenue
27.2 
27.5 
 
Operating Income:
 
 
 
Total operating income
 
1.0 
 
Assets:
 
 
 
Total assets
$ 79.9 
 
$ 79.1