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Note 1—Description of Business
Bruker Corporation, together with its consolidated subsidiaries ("Bruker" or the "Company"), is a designer and manufacturer of proprietary life science and materials research systems and associated products that address the rapidly evolving needs of a diverse array of customers in life science, pharmaceutical, biotechnology, clinical and molecular diagnostics research, and materials and chemical analysis in various industries and government applications.
The Company has two reporting segments, Bruker Scientific Instruments (BSI), which represents approximately 93% of the Company's revenues during the year ended December 31, 2013, and Energy & Supercon Technologies (BEST), which represents the remainder of the business. Within BSI, the Company is organized into three operating segments: the Bruker BioSpin Group, the Bruker CALID Group and the Bruker MAT Group. For financial reporting purposes, the Bruker BioSpin, Bruker CALID and Bruker MAT operating segments are aggregated into the BSI reporting segment because each has similar economic characteristics, production processes, service offerings, types and classes of customers, methods of distribution and regulatory environments.
Bruker BioSpin— Bruker BioSpin designs, manufactures and distributes enabling life science tools based on magnetic resonance and preclinical imaging technologies. Bruker BioSpin's Magnetic Resonance division sells various systems utilizing magnetic resonance technology, including magnetic resonance imaging (MRI) systems, nuclear magnetic resonance systems (NMR), and electron paramagnetic resonance systems (EPR) as well as OEM MRI magnets to medical device manufacturers. Bruker BioSpin's preclinical imaging division sells single and multiple modality systems using MRI, position emission tomography (PET), single photon emission tomography (SPECT), computed tomography (CT), magnetic particle imaging (MPI) and optical imaging (fluorescence and bioluminescence) technologies to preclinical markets.
Bruker CALID (Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection)— Bruker CALID designs, manufactures and distributes life science mass spectrometry instruments that can be integrated and used along with other sample preparation or chromatography instruments, as well as Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection products and instruments based on Raman molecular spectroscopy technologies. Bruker CALID's mass spectrometry units are typically used in applications of expression proteomics, clinical proteomics, metabolic and peptide biomarker profiling, drug discovery and development, molecular diagnostics research, molecular and systems biology, and basic molecular medicine research and clinical microbiology (for research use only outside the European Union).
Bruker MAT (Materials)— Bruker MAT designs, manufactures and distributes spectroscopy and microscopy instruments for the understanding of composition and structure in material science and life science samples. The instruments are based on advanced technologies in X-ray fluorescence spectroscopy (XRF), X-ray diffraction (XRD), X-ray micro computed tomography (mCT), atomic force microscopy (AFM), stylus and optical metrology (SOM), fluorescence microscopy (FM), analytical tools for electron microscopes, handheld, portable, and mobile X-ray fluorescence, and spark optical emission spectroscopy systems.
The Company's BEST reporting 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, and ceramic high temperature superconductors primarily for energy grid and magnet applications.
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Note 2—Summary of Significant Accounting Policies
The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the consolidated financial statements.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and all majority and wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Noncontrolling Interests
Noncontrolling interests represents the minority shareholders' proportionate share of the Company's majority-owned indirect subsidiaries. The portion of net income or net loss attributable to non-controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of income and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders' equity.
Subsequent Events
The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events.
Cash and Cash Equivalents
Cash and cash equivalents primarily include cash on hand, money market funds and time deposits with original maturities of three months or less at the date of acquisition. Time deposits represent amounts on deposit in banks and temporarily invested in instruments with maturities of three months or less at the time of purchase. Certain of these investments represent deposits which are not insured by the FDIC or any other government agency. Cash equivalents are carried at cost, which approximates market value.
Restricted Cash
Certain customers require the Company to provide bank guarantees on customer advances. Generally, lines of credit satisfy this requirement. However, to the extent the required guarantee exceeds the available local line of credit, the Company maintains restricted cash balances. Restricted cash balances are classified as non-current unless, under the terms of the applicable agreements, the funds will be released from restrictions within one year from the balance sheet date. At December 31, 2013, the Company had $6.7 million of restricted cash, of which $4.0 million was classified as non-current. At December 31, 2012, the Company had $7.6 million of restricted cash, of which $3.9 million was classified as non-current.
Derivative Financial Instruments
All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure of changes in fair value of an asset or a liability resulting from a particular risk. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in the same caption in the consolidated statements of income and comprehensive income.
Fair Value
The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:
The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).
The Company's financial instruments consist primarily of cash equivalents, restricted cash, derivative instruments consisting of forward foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts, accounts receivable, short-term borrowings, accounts payable, contingent consideration and long-term debt. The carrying amounts of the Company's cash equivalents and restricted cash, accounts receivable, short-term borrowings and accounts payable approximate fair value due to their short-term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company's long-term debt consists principally of a private placement arrangement entered into in 2012 with various fixed interest rates based on the maturity date.
The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts.
Concentration of Credit Risk
Financial instruments which subject the Company to credit risk consist of cash and cash equivalents, derivative instruments, accounts receivables and restricted cash. The risk with respect to cash and cash equivalents is minimized by the Company's policy of investing in short-term financial instruments issued by highly-rated financial institutions. The risk with respect to derivative instruments is minimized by the Company's policy of entering into arrangements with highly-rated financial institutions. The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company's customers. The Company performs periodic credit evaluations of its customers' financial condition and generally requires an advanced deposit for a portion of the purchase price. Credit losses have been within management's expectations and the allowance for doubtful accounts totaled $7.9 million as of December 31, 2013 and 2012. As of December 31, 2013 and 2012, no single customer represented 10% of the Company's accounts receivable. For the years ended December 31, 2013, 2012 and 2011, no single customer represented 10% of the Company's total revenue.
Inventories
Components of inventory include raw materials, work-in-process, demonstration units and finished goods. Demonstration units include systems which are located in the Company's demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in-transit systems that have been shipped to the Company's customers, but not yet installed and accepted by the customer. All inventories are stated at the lower of cost or market. Cost is determined principally by the first-in, first-out method for a majority of subsidiaries and by average-cost for certain other subsidiaries. The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding twelve months, expected demand, technological obsolescence and other information including the physical condition of demonstration and in-transit inventories. The Company records a charge to cost of revenue for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges and purchasing and receiving costs, are capitalized as part of inventory and are also included in the cost of revenue line item within the consolidated statements of income and comprehensive income.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of income and comprehensive income. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows:
| Buildings | 25-40 years | ||
| Machinery and equipment | 3-10 years | ||
| Computer equipment and software | 3-5 years | ||
| Furniture and fixtures | 3-10 years | ||
| Leasehold improvements | Lesser of 15 years or the remaining lease term |
Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.
The Company tests goodwill for impairment at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the two-step quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the first step involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines fair value of reporting units using a weighting of both the market and the income methodologies. Estimating the fair value of the reporting units requires significant judgment by management. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Company performs the second step of the goodwill impairment test to measure the amount of the impairment. In the second step of the goodwill impairment test the Company compares the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill.
Acquired in process research and development, or IPR&D, acquired as part of business combinations under the acquisition method represents ongoing development work associated with enhancements to existing products, as well as the development of next generation products. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment on an annual basis, or when indicators of impairment are identified. When the IPR&D project is complete, it is reclassified as a finite-lived intangible asset and is amortized over its estimated useful life, typically seven to ten years. If an IPR&D project is abandoned before completion or is otherwise determined to be impaired, the value of the asset or the amount of the impairment is charged to the consolidated statements of income and comprehensive income in the period the project is abandoned or impaired.
Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows:
| Existing technology and related patents | 3-10 years | ||
| Customer and distributor relationships | 5-12 years | ||
| Trade names | 5-10 years |
Impairment of Long-Lived Assets
Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the quoted market price, if available, or the estimated fair value of those assets are less than the assets' carrying value. Impairment losses are charged to the consolidated statements of income and comprehensive income for the difference between the fair value and carrying value of the asset.
Warranty Costs and Deferred Revenue
The Company typically provides a one year parts and labor warranty with the purchase of equipment. The anticipated cost for this warranty is accrued upon recognition of the sale and is included as a current liability on the accompanying consolidated balance sheets. The Company's warranty reserve reflects estimated material and labor costs for potential product issues for which the Company expects to incur an obligation. The Company's estimates of anticipated rates of warranty claims and costs are primarily based on historical information and future forecasts. The Company assesses the adequacy of the warranty reserve on a quarterly basis and adjusts the amount as necessary. If the historical data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required.
The Company also offers to its customers extended warranty and service agreements extending beyond the initial warranty for a fee. These fees are recorded as deferred revenue and recognized ratably into income over the life of the extended warranty contract or service agreement.
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in a Company's financial statements. This guidance prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Customer Advances
The Company typically requires an advance deposit under the terms and conditions of contracts with customers. These deposits are recorded as a liability until revenue is recognized on the specific contract in accordance with the Company's revenue recognition policy.
Revenue Recognition
The Company recognizes revenue from systems sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss has been transferred to the customer and collectability of the resulting receivable is reasonably assured. Title and risk of loss is generally transferred upon customer acceptance and evidence of installation for a system that has been delivered to the customer. When products are sold through an independent distributor or a strategic distribution partner who assumes responsibility for installation, the Company recognizes the system sale when the product has been shipped and title and risk of loss have been transferred to the distributor. The Company's distributors do not have price protection rights or rights of return; however, the Company's products are typically warranted to be free from defect for a period of one year. Revenue is deferred until cash is received when collectability is not reasonably assured or when the price is not fixed or determinable.
For transactions entered into subsequent to the adoption of ASU No. 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements, that include multiple elements, arrangement consideration is allocated to each element using the fair value hierarchy as required by ASU No. 2009-13. The Company limits the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations, or subject to customer-specific return or refund privileges.
The Company attempts to determine the fair value of its products and services based on vendor specific objective evidence ("VSOE"). The Company determines VSOE based on its normal selling pricing and discounting practices for the specific product or service when sold on a stand-alone basis. In determining VSOE, the Company's policy requires a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution and the geographies into which products and services are being sold when determining VSOE.
If VSOE cannot be established, which may occur in instances where a product or service has not been sold separately, stand-alone sales are too infrequent or product pricing is not within a sufficiently narrow range, the Company attempts to establish the selling price based on third-party evidence ("TPE"). TPE is determined based on competitor prices for similar deliverables when sold separately. The Company, however, is typically not able to determine TPE for its products or services. Generally, the Company's offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be determined. Furthermore, the Company is unable to reliably determine the selling prices on a stand-alone basis of similar products offered by its competitors.
When the Company cannot determine VSOE or TPE, it uses estimated selling price ("ESP") in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would typically transact a stand-alone sale of the product or service. ESP is determined by considering a number of factors including the Company's pricing policies, internal costs and gross profit objectives, method of distribution, market research and information, recent technological trends, competitive landscape and geographies. The Company analyzes the selling prices used in its allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices will be analyzed more frequently if a significant change in the Company's business or other factors necessitate more frequent analysis or if the Company experiences significant variances in its selling prices.
Revenue from accessories and parts is recognized upon shipment and service revenue is recognized as the services are performed.
The Company also has contracts for which it applies the percentage-of-completion model and completed contract model of revenue recognition. Application of the percentage-of-completion method requires the Company to make reasonable estimates of the extent of progress toward completion of the contract and the total costs the Company will incur under the contract. Changes in the estimates could affect the timing of revenue recognition.
Other revenues are primarily comprised of licensing arrangements. Licensing revenue is recognized ratably over the term of the related contract.
Shipping and Handling Costs
The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative expenses in the accompanying statements of income and comprehensive income. Shipping and handling costs were $26.7 million, $30.5 million and $28.7 million in the years ended December 31, 2013, 2012 and 2011, respectively. Amounts billed to customers in connection with these costs are included in total revenues.
Research and Development
Research and development costs are expensed as incurred and include salaries, wages and other personnel related costs, material costs and depreciation, consulting costs and facility costs.
Software Costs
Purchased software is capitalized at cost and is amortized over the estimated useful life, generally three years. Software developed for use in the Company's products is expensed as incurred until technological feasibility is reasonably assured and is classified as research and development expense. Subsequent to the achievement of technological feasibility, amounts are capitalizable, however, to date such amounts have not been material.
Advertising
The Company expenses advertising costs as incurred. Advertising expenses were $9.6 million, $7.5 million and $8.1 million during the years ended December 31, 2013, 2012 and 2011, respectively.
Stock-Based Compensation
The Company recognizes stock-based compensation expense in the consolidated statements of income and comprehensive income based on the fair value of the share-based award at the grant date. The Company's primary types of share-based compensation are stock options and restricted stock. The Company recorded stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011, as follows (in millions):
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2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
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Stock options |
$ | 5.3 | $ | 6.5 | $ | 6.6 | ||||
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Restricted stock |
1.3 | 1.3 | 1.3 | |||||||
| | | | | | | | | | | |
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Total stock-based compensation |
$ | 6.6 | $ | 7.8 | $ | 7.9 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Compensation expense is amortized on a straight-line basis over the underlying vesting terms of the share-based award. Stock options to purchase the Company's common stock are periodically awarded to executive officers and other employees of the Company, and members of the Company's Board of Directors, 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 term, dividend yield and risk-free interest rate are required for the Black-Scholes model and are presented in the table below:
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Risk-free interest rate |
1.07%-2.45% | 0.91%-1.78% | 1.24%-3.12% | |||||||
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Expected life |
6.5 years | 6.5 years | 6.5 years | |||||||
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Volatility |
54.9% | 55.9% | 57.2% | |||||||
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Expected dividend yield |
— | — | — | |||||||
The risk-free interest rate is based on the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life assumption. Expected life is determined through the simplified method as defined in the Securities and Exchange Commission Staff Accounting Bulletin No. 110. The Company believes that this is the best estimate of the expected term of a new option. Expected volatility is based on a number of factors, but the Company currently believes that the exclusive use of its historical volatility results in the best estimate of the grant-date fair value of employee stock options because it reflects the market's current expectations of future volatility. The expected dividend yield was not considered in the option pricing formula since the Company does not pay dividends and has no current plans to do so in the future. The terms of certain of the Company's indebtedness currently restrict its ability to pay dividends to its shareholders. The weighted average fair values of options granted was $10.37, $7.11 and $7.89 per share for the years ended December 31, 2013, 2012 and 2011, respectively.
In addition, the Company utilizes an estimated forfeiture rate when calculating the stock-based compensation expense for the period. The Company has applied estimated forfeiture rates derived from an analysis of historical data of 7.0%, 5.7% and 5.2% for the years ended December 31, 2013, 2012 and 2011, respectively, in determining the expense recorded in the accompanying consolidated statements of income and comprehensive income.
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 for the years ended December 31, (in millions, except per share data):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
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Net income attributable to Bruker Corporation |
$ | 80.1 | $ | 77.5 | $ | 92.3 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
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Weighted average shares outstanding: |
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Weighted average shares outstanding-basic |
166.5 | 166.0 | 165.4 | |||||||
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Effect of dilutive securities: |
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Stock options and restricted stock |
2.0 | 1.4 | 1.5 | |||||||
| | | | | | | | | | | |
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Weighted average shares outstanding-diluted |
168.5 | 167.4 | 166.9 | |||||||
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| | | | | | | | | | | |
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Net income per common share attributable to Bruker Corporation shareholders: |
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|
Basic |
$ | 0.48 | $ | 0.47 | $ | 0.56 | ||||
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| | | | | | | | | | | |
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Diluted |
$ | 0.48 | $ | 0.46 | $ | 0.55 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Stock options to purchase approximately 0.4 million shares, 0.6 million shares and 0.1 million shares were excluded from the computation of diluted earnings per share for the years ended December 31, 2013, 2012 and 2011, respectively, because their effect would have been anti-dilutive.
Employee Retirement Plans
The Company recognizes the over-funded or under-funded status of defined benefit pension and other postretirement defined benefit plans as an asset or liability, respectively, in its consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income.
Other Comprehensive Income
Other comprehensive income refers to revenues, expenses, gains and losses that are excluded from net income as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other comprehensive income is composed primarily of foreign currency translation adjustments and changes in the funded status of defined benefit pension plans.
Foreign Currency Translation
Assets and liabilities of the Company's foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. dollars using year-end exchange rates, or historical rates, as appropriate. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders' equity. Gains and losses resulting from translation of foreign currency monetary transactions are reported in interest and other income (expense), net in the consolidated statements of income and comprehensive income for all periods presented. The Company has certain intercompany foreign currency transactions that are deemed to be of a long-term investment nature. Exchange adjustments related to those transactions are made directly to a separate component of shareholders' equity.
Risk and Uncertainties
The Company is subject to risks common to its industry including, but not limited to, global economic conditions, rapid technological change, spending patterns from its customers, protection of its intellectual property, availability of key raw materials and components, compliance with existing and future regulation by government agencies, dependence on key personnel and fluctuations in foreign currency exchange rates.
Contingencies
The Company is subject to proceedings, lawsuits and other claims related to patents, product and other matters. The Company assesses the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after analysis of each individual issue. The required reserves may change in the future due to new developments in each situation or changes in settlement strategy in assessing these matters.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
Significant estimates and judgments made by management in preparing these financial statements include revenue recognition, allowances for doubtful accounts, writedowns for excess and obsolete inventory, estimated fair values used to record impairment charges related to intangible assets, goodwill, and other long-lived assets, amortization periods, expected future cash flows used to evaluate the recoverability of long-lived assets, stock-based compensation expense, warranty allowances, restructuring and other related charges, contingent liabilities and the recoverability of the Company's net deferred tax assets.
Although the Company regularly reassesses the assumptions underlying these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management's estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions are reasonable when made.
Reclassifications
Certain line items in prior period financial statements, including reclassifications within product cost of revenue, service cost of revenue and selling, general and administrative expenses, as well as certain footnote disclosures, including Note 7—Property Plant and Equipment, have been reclassified. These amounts are not material and had no effect on previously reported net income or cash flows.
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Note 3—Acquisitions
In March 2012, the Company completed the acquisition of SkyScan N.V. (the "SkyScan business"), a privately owned company based in Belgium that provides advanced, high-resolution micro-computed tomography systems for three-dimensional X-ray imaging in preclinical imaging applications and materials research markets. The Company expects synergies from combining the SkyScan business into its current product portfolio. The acquisition of the SkyScan business is accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the SkyScan business are as follows (in millions):
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Consideration Transferred: |
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|
Cash paid |
$ | 24.6 | ||
|
Cash acquired |
(2.9 | ) | ||
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Contingent consideration |
4.0 | |||
| | | | | |
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Total consideration transferred |
$ | 25.7 | ||
| | | | | |
| | | | | |
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Allocation of Consideration Transferred: |
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|
Accounts receivable |
$ | 3.1 | ||
|
Inventories |
6.6 | |||
|
Other current assets |
0.3 | |||
|
Property, plant and equipment |
2.3 | |||
|
Intangible assets: |
||||
|
Existing technology |
7.2 | |||
|
Customer relationships |
6.4 | |||
|
Goodwill |
10.6 | |||
|
Liabilities assumed |
(10.8 | ) | ||
| | | | | |
|
Total consideration transferred |
$ | 25.7 | ||
| | | | | |
| | | | | |
The fair value allocation includes contingent consideration in the amount of $4.0 million, which represents the estimated fair value of future payments to the former shareholders of the SkyScan business based on achieving annual revenue targets for the years 2012-2014. The maximum potential future payments related to the contingent consideration is capped at approximately $5.9 million. The annual revenue target for 2012 was achieved and the applicable contingent consideration paid in 2013. The Company's allocation of the consideration transferred in connection with the acquisition of the SkyScan business was finalized in the first quarter of 2013 and measurement date adjustments were not material. The weighted-average amortization period for intangible assets acquired in connection with the SkyScan business is 7 years for existing technology and 10 years for customer relationships.
The results of the SkyScan business, including the amount allocated to goodwill, have been included in the BSI segment from the date of acquisition. Pro forma financial information reflecting the acquisition of the SkyScan business has not been presented because the impact on revenues, net income and net income per common share attributable to Bruker Corporation shareholders is not material.
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|||
Note 4—Fair Value of Financial Instruments
The Company measures the following financial assets and liabilities at fair value on a recurring basis. The following tables set forth the Company's financial instruments and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at December 31, 2013 and 2012 (in millions):
|
December 31, 2013 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Assets: |
|||||||||||||
|
Cash equivalents |
$ | 6.8 | $ | 6.8 | $ | — | $ | — | |||||
|
Restricted cash |
2.7 | 2.7 | — | — | |||||||||
|
Foreign exchange contracts |
2.3 | — | 2.3 | — | |||||||||
|
Embedded derivatives in purchase and delivery contracts |
0.2 | — | 0.2 | — | |||||||||
|
Fixed price commodity contracts |
0.1 | — | 0.1 | — | |||||||||
|
Long-term restricted cash |
4.0 | 4.0 | |||||||||||
| | | | | | | | | | | | | | |
|
Total assets recorded at fair value |
$ | 16.1 | $ | 13.5 | $ | 2.6 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
Liabilities: |
|||||||||||||
|
Contingent consideration |
$ | 7.0 | $ | — | $ | — | $ | 7.0 | |||||
|
Embedded derivatives in purchase and delivery contracts |
0.4 | — | 0.4 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total liabilities recorded at fair value |
$ | 7.4 | $ | — | $ | 0.4 | $ | 7.0 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
December 31, 2012 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Assets: |
|||||||||||||
|
Cash equivalents |
$ | 8.2 | $ | 8.2 | $ | — | $ | — | |||||
|
Restricted cash |
3.7 | 3.7 | — | — | |||||||||
|
Foreign exchange contracts |
1.8 | — | 1.8 | — | |||||||||
|
Embedded derivatives in purchase and delivery contracts |
0.3 | — | 0.3 | — | |||||||||
|
Long-term restricted cash |
3.9 | 3.9 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Total assets recorded at fair value |
$ | 17.9 | $ | 15.8 | $ | 2.1 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
Liabilities: |
|||||||||||||
|
Contingent consideration |
$ | 3.7 | $ | — | $ | — | $ | 3.7 | |||||
|
Embedded derivatives in purchase and delivery contracts |
0.3 | — | 0.3 | — | |||||||||
|
Fixed price commodity contracts |
0.2 | — | 0.2 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total liabilities recorded at fair value |
$ | 4.2 | $ | — | $ | 0.5 | $ | 3.7 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Derivative financial instruments are classified within level 2 because there is not an active market for each derivative contract, however, the inputs used to calculate the value of the instruments are obtained from active markets.
The fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was $244.1 and $255.6 million at December 31, 2013 and 2012, respectively, based on market and observable sources with similar maturity dates.
The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities during the year ended December 31, 2013.
As part of certain acquisitions in 2013 and 2012, 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 targets in certain years as specified in the purchase and sale agreements. The Company initially valued the contingent consideration by using the discounted cash flow method. Changes to the fair value of the contingent consideration recognized in earnings for the years ended December 31, 2013 was $1.5 million and was recorded to other charges, net in the consolidated statements of income and comprehensive income. The following table sets forth the changes in contingent consideration liabilities for the years ended December 31, 2013 and 2012 (in millions):
|
Balance at December 31, 2011 |
$ | — | ||
|
Current period additions |
3.7 | |||
|
Current period adjustments |
— | |||
|
Current period settlements |
— | |||
|
Foreign currency effect |
— | |||
| | | | | |
|
Balance at December 31, 2012 |
3.7 | |||
|
Current period additions |
5.8 | |||
|
Current period adjustments |
(1.5 | ) | ||
|
Current period settlements |
(1.3 | ) | ||
|
Foreign currency effect |
0.3 | |||
| | | | | |
|
Balance at December 31, 2013 |
$ | 7.0 | ||
| | | | | |
| | | | | |
|
|||
Note 5—Accounts Receivable
The following is a summary of trade accounts receivable at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Gross accounts receivable |
$ | 315.5 | $ | 297.2 | |||
|
Allowance for doubtful accounts |
(7.9 | ) | (7.9 | ) | |||
| | | | | | | | |
|
Accounts receivable, net |
$ | 307.6 | $ | 289.3 | |||
| | | | | | | | |
| | | | | | | | |
The allowance for doubtful accounts is management's estimate of credit losses in the accounts receivable. The allowance for doubtful accounts is based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and historical experience. The allowance for doubtful accounts is reviewed on a quarterly basis and changes in estimates are reflected in the period in which they become known. The Company records account balances against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.
The following is a summary of the activity in the Company's allowance for doubtful accounts at December 31, (in millions):
| |
Balance at Beginning of Period |
Additions Charged to Expense |
Deductions Amounts Written Off |
Balance at End of Period |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2013 |
$ | 7.9 | $ | 1.3 | $ | (1.3 | ) | $ | 7.9 | ||||
|
2012 |
5.6 | 3.0 | (0.7 | ) | 7.9 | ||||||||
|
2011 |
5.1 | 0.9 | (0.4 | ) | 5.6 | ||||||||
|
|||
Note 6—Inventories
Inventories consisted of the following at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Raw materials |
$ | 189.7 | $ | 199.0 | |||
|
Work-in-process |
196.5 | 197.0 | |||||
|
Finished goods |
155.3 | 160.5 | |||||
|
Demonstration units |
48.3 | 55.0 | |||||
| | | | | | | | |
|
Inventories |
$ | 589.8 | $ | 611.5 | |||
| | | | | | | | |
| | | | | | | | |
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 December 31, 2013 and 2012, inventory-in-transit was $81.9 million and $93.9 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 $32.7 million, $31.5 million and $30.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.
|
|||
Note 7—Property, Plant and Equipment
The following is a summary of property, plant and equipment by major asset class at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Land |
$ | 34.9 | $ | 33.8 | |||
|
Building and leasehold improvements |
301.7 | 271.9 | |||||
|
Machinery, equipment, software and furniture and fixtures |
362.6 | 337.3 | |||||
| | | | | | | | |
|
|
699.2 | 643.0 | |||||
|
Less accumulated depreciation and amortization |
(399.7 | ) | (359.4 | ) | |||
| | | | | | | | |
|
Property, plant and equipment, net |
$ | 299.5 | $ | 283.6 | |||
| | | | | | | | |
| | | | | | | | |
Depreciation expense, which includes the amortization of leasehold improvements, for the years ended December 31, 2013, 2012 and 2011 was $40.5 million, $37.1 million and $34.8 million, respectively.
The Company recorded an impairment charge for the year ended December 31, 2012 in the amount of $6.0 million, related to property, plant and equipment within the Chemical and Applied Markets (CAM) division within the BSI segment as a result of experiencing increased deterioration in its financial performance and the BEST segment based on the abandonment of a project, to reduce the carrying value of those assets to their estimated fair values. The charge is recorded within "Impairment of assets" in the accompanying statements of income and comprehensive income.
|
|||
Note 8—Goodwill and Other Intangible Assets
The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 (in millions):
|
Balance at December 31, 2011 |
$ | 100.2 | ||
|
Acquisitions |
10.5 | |||
|
Impairment |
(1.4 | ) | ||
|
Current period adjustments |
6.1 | |||
|
Foreign currency impact |
0.5 | |||
| | | | | |
|
Balance at December 31, 2012 |
115.9 | |||
|
Acquisitions |
9.2 | |||
|
Current period adjustments |
0.8 | |||
|
Foreign currency impact |
1.5 | |||
| | | | | |
|
Balance at December 31, 2013 |
$ | 127.4 | ||
| | | | | |
| | | | | |
At December 31, 2013 and 2012, all goodwill was allocated to the BSI segment. The goodwill acquired in 2013 relates to the acquisition of Prairie Technologies, Inc., a provider of life science fluorescence microscopy products. The goodwill acquired in 2012 predominantly relates to the acquisition of the SkyScan business.
At December 31, 2013, the Company performed its annual impairment evaluation using a qualitative approach and no impairment was recorded.
At December 31, 2012, the Company performed its annual impairment evaluation using a quantitative approach and concluded all reporting units' fair values exceeded their carrying values, with the exception of the CAM division, as a result of increased deterioration in its financial performance. The Company, therefore, performed step two of the impairment test to measure potential impairment and concluded an impairment charge of $1.4 million was required. This amount represents all the goodwill allocated to the CAM division and is recorded within "Impairment of assets" in the accompanying statements of income and comprehensive income for the year ended December 31, 2012. There were no indefinite-lived intangible assets associated with the CAM division nor any impairment of indefinite-lived intangible assets during year ended December 31, 2012.
No impairment losses were recorded on goodwill during the year ended December 31, 2011.
The following is a summary of intangible assets at December 31, (in millions):
| |
2013 | 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||||
|
Existing technology and related patents |
$ | 157.9 | $ | (68.2 | ) | $ | 89.7 | $ | 151.5 | $ | (47.6 | ) | $ | 103.9 | |||||
|
Customer relationships |
18.0 | (7.8 | ) | 10.2 | 15.3 | (7.9 | ) | 7.4 | |||||||||||
|
Trade names |
0.2 | (0.2 | ) | — | 0.2 | (0.2 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
|
Intangible assets subject to amortization |
176.1 | (76.2 | ) | 99.9 | 167.0 | (55.7 | ) | 111.3 | |||||||||||
|
In-process research and development |
5.7 | — | 5.7 | 5.7 | — | 5.7 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
|
Intangible assets |
$ | 181.8 | $ | (76.2 | ) | $ | 105.6 | $ | 172.7 | $ | (55.7 | ) | $ | 117.0 | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Company determined the increased deterioration in financial performance in 2012 of the CAM division discussed above was an indicator requiring the evaluation of the definite-lived intangible assets within that reporting unit for recoverability. The Company performed a valuation at December 31, 2012 and determined that the definite-lived intangible assets within the CAM division were impaired. The Company recorded an impairment charge in the amount of $16.4 million for the year ended December 31, 2012 to reduce the carrying value of those assets to their estimated fair values. This impairment charge is included within "Impairment of assets" in the accompanying statements of income and comprehensive income. No impairment losses were recorded related to definite-lived intangible assets during the years ended December 31, 2013 and 2011.
For the years ended December 31, 2013, 2012 and 2011, the Company recorded amortization expense of approximately $20.8 million, $22.0 million and $18.1 million, respectively, in the consolidated statements of income and comprehensive income.
The estimated future amortization expense related to amortizable intangible assets at December 31, 2013 is as follows (in millions):
|
2014 |
$ | 21.0 | ||
|
2015 |
21.0 | |||
|
2016 |
20.5 | |||
|
2017 |
20.1 | |||
|
2018 |
12.9 | |||
|
Thereafter |
4.4 | |||
| | | | | |
|
Total |
$ | 99.9 | ||
| | | | | |
| | | | | |
|
|||
Note 9—Other Current Liabilities
The following is a summary of other current liabilities at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Deferred revenue |
$ | 88.1 | $ | 82.5 | |||
|
Accrued compensation |
88.0 | 85.1 | |||||
|
Income taxes payable |
9.5 | 60.9 | |||||
|
Accrued warranty |
26.7 | 27.9 | |||||
|
Derivative liabilities |
0.6 | 0.5 | |||||
|
Other accrued expenses |
84.9 | 79.8 | |||||
| | | | | | | | |
|
Other current liabilities |
$ | 297.8 | $ | 336.7 | |||
| | | | | | | | |
| | | | | | | | |
The following table sets forth the changes in accrued warranty for the years ended December 31, 2013 and 2012 (in millions):
|
Balance at December 31, 2011 |
$ | 27.9 | ||
|
Accruals for warranties issued during the year |
15.7 | |||
|
Settlements of warranty claims |
(15.9 | ) | ||
|
Foreign currency impact |
0.2 | |||
| | | | | |
|
Balance at December 31, 2012 |
27.9 | |||
|
Accruals for warranties issued during the year |
15.6 | |||
|
Settlements of warranty claims |
(17.3 | ) | ||
|
Foreign currency impact |
0.5 | |||
| | | | | |
|
Balance at December 31, 2013 |
$ | 26.7 | ||
| | | | | |
| | | | | |
|
|||
Note 10—Debt
The Company's debt obligations consist of the following as of December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
US Dollar revolving loan under the Amended Credit Agreement |
$ | 112.5 | $ | 93.0 | |||
|
US Dollar notes under the Note Purchase Agreement |
240.0 | 240.0 | |||||
|
Capital lease obligations and other loans |
2.5 | 4.2 | |||||
| | | | | | | | |
|
Total debt |
355.0 | 337.2 | |||||
|
Current portion of long-term debt |
(0.7 | ) | (1.3 | ) | |||
| | | | | | | | |
|
Total long-term debt, less current portion |
$ | 354.3 | $ | 335.9 | |||
| | | | | | | | |
| | | | | | | | |
In May 2011, the Company entered into an amendment to, and restatement of, its credit agreement, referred to as the Amended Credit Agreement. The Amended Credit Agreement provides a maximum commitment on the Company's revolving credit line of $250.0 million and a maturity date of May 2016. Borrowings under the revolving credit line of the Amended 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% or (b) LIBOR, plus margins ranging from 0.80% to 1.65%. There is also a facility fee ranging from 0.20% to 0.35%.
Borrowings under the Amended Credit Agreement are secured by guarantees from certain material subsidiaries, as defined in the Amended Credit Agreement, and Bruker Energy & Supercon Technologies, Inc. The Amended 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 3.0 and the Company's interest coverage ratio cannot be less than 3.0. As of December 31, 2013, the Company was in compliance with the covenants of the Amended Credit Agreement. In addition to the financial ratios, the Amended Credit Agreement restricts, among other things, the Company's ability to do the following: make certain payments; incur additional debt; incur certain liens; make certain investments, including derivative agreements; merge, consolidate, sell or transfer all or substantially all of its assets; and enter into certain transactions with affiliates. Failure to comply with any of these restrictions or covenants may result in an event of default on the Amended Credit Agreement, which could permit acceleration of the debt and require the Company to prepay the debt before its scheduled due date.
The following is a summary of the maximum commitments and the net amounts available to the Company under the revolving loan arrangements at December 31, 2013 (in millions):
| |
Weighted Average Interest Rate |
Total Amount Committed by Lenders |
Outstanding Borrowings |
Outstanding Letters of Credit |
Total Amount Available |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amended Credit Agreement |
1.3 | % | $ | 250.0 | $ | 112.5 | $ | 0.6 | $ | 136.9 | ||||||
|
Other revolving loans |
— | 214.4 | — | 170.6 | 43.8 | |||||||||||
| | | | | | | | | | | | | | | | | |
|
Total revolving loans |
$ | 464.4 | $ | 112.5 | $ | 171.2 | $ | 180.7 | ||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other revolving loans are with various financial institutions located primarily in Germany, Switzerland and France. The Company's other revolving lines of credit are typically due upon demand with interest payable monthly. Certain of these lines of credit are unsecured while others are secured by the accounts receivable and inventory of the related subsidiary.
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:
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, commencing July 18, 2012. The Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company's direct and indirect subsidiaries. The Senior Notes rank pari passu in right of repayment with the Company's other senior unsecured indebtedness. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the original aggregate principal amount of the Senior Notes to be prepaid, at a price equal to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable make-whole amount, upon not less than 30 and no more than 60 days written notice to the holders of the Senior Notes. In the event of a change in control of the Company, as defined in the Note Purchase Agreement, the Company may be required to prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
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 December 31, 2013, the Company was in compliance with the covenants of the Note Purchase Agreement.
Annual maturities of long-term debt outstanding at December 31, 2013 are as follows (in millions):
|
2014 |
$ | 0.7 | ||
|
2015 |
0.7 | |||
|
2016 |
113.2 | |||
|
2017 |
20.1 | |||
|
2018 |
0.1 | |||
|
Thereafter |
220.2 | |||
| | | | | |
|
Total |
$ | 355.0 | ||
| | | | | |
| | | | | |
Interest expense for the years ended December 31, 2013, 2012 and 2011, was $13.4 million, $14.3 million and $7.3 million, respectively.
|
|||
Note 11—Derivative Instruments and Hedging Activities
Interest Rate Risks
The Company's exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related short-term market rates. The most significant component of the Company's interest rate risk relates to amounts outstanding under the Amended Credit Agreement which totaled $112.5 million at December 31, 2013. 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 exposure of exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. The Company periodically enters into foreign currency contracts in order to minimize the volatility that fluctuations in exchange rates 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 consolidated statements of income and comprehensive income. The Company had the following notional amounts outstanding under foreign currency contracts at December 31, (in millions):
|
Buy |
Notional Amount in Buy Currency |
Sell | Maturity | Notional Amount in U.S. Dollars |
Fair Value of Assets |
Fair Value of Liabilities |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
December 31, 2013: |
|||||||||||||||||
|
Euro |
40.4 | U.S. Dollars | January 2014 to March 2014 | 54.5 | 1.1 | — | |||||||||||
|
Swiss Francs |
37.9 | U.S. Dollars | January 2014 | 41.4 | 1.2 | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
|
|
$ | 95.9 | $ | 2.3 | $ | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
December 31, 2012: |
|||||||||||||||||
|
Euro |
1.2 | Australian Dollars | January 2013 to April 2013 | $ | 1.6 | $ | — | $ | — | ||||||||
|
Euro |
49.3 | U.S. Dollars | January 2013 to October 2013 | 64.0 | 1.2 | — | |||||||||||
|
Swiss Francs |
26.1 | U.S. Dollars | January 2013 | 27.9 | 0.6 | — | |||||||||||
|
U.S. Dollars |
0.8 | Mexican Pesos | January 2013 | 0.8 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
|
|
$ | 94.3 | $ | 1.8 | $ | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
In addition, the Company periodically enters into purchase and sales contracts denominated in currencies other than the functional currency of the parties to the transaction. The Company accounts for these transactions separately valuing the "embedded derivative" component of these contracts. The contracts, denominated in currencies other than the functional currency of the transacting parties, amounted to $21.7 million for the delivery of products and $9.5 million for the purchase of products at December 31, 2013 and $40.2 million for the delivery of products and $10.3 million for the purchase of products at December 31, 2012. The changes in the fair value of these embedded derivatives are recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income.
Commodity Price Risk Management
The Company has 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 commodities, the Company entered into commodity hedge contracts. At December 31, 2013 and 2012, the Company had fixed price commodity contracts with notional amounts aggregating $3.4 million. The changes in the fair value of these commodity contracts are recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income.
During the years ended December 31, 2012 and 2011, the Company recognized $0.2 million and $0.3 million, respectively, of losses in other comprehensive income and reclassified $1.3 million and $2.2 million, respectively, of losses from other comprehensive income and recognized into net income related to the effective portion of the interest rate swap designated as a hedging instrument that matured as of December 31, 2012.
The fair value of the derivative instruments described above are recorded in the consolidated balance sheets for the years ended December 31, 2013 and 2012 as follows (in millions):
| |
Balance Sheet Location | 2013 | 2012 | ||||||
|---|---|---|---|---|---|---|---|---|---|
|
Derivative assets: |
|||||||||
|
Foreign exchange contracts |
Other current assets | $ | 2.3 | $ | 1.8 | ||||
|
Embedded derivatives in purchase and delivery contracts |
Other current assets | 0.2 | 0.3 | ||||||
|
Fixed price commodity contracts |
Other current assets | 0.1 | — | ||||||
|
Derivative liabilities: |
|
||||||||
|
Embedded derivatives in purchase and delivery contracts |
Other current liabilities | 0.4 | 0.3 | ||||||
|
Fixed price commodity contracts |
Other current liabilities | — | 0.2 | ||||||
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 for the years ending December 31, are as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Foreign exchange contracts |
$ | 0.5 | $ | 6.0 | $ | (4.6 | ) | |||
|
Embedded derivatives |
(0.2 | ) | (0.2 | ) | 1.6 | |||||
|
Fixed price commodity contracts |
0.3 | — | — | |||||||
| | | | | | | | | | | |
|
Income (expense), net |
$ | 0.6 | $ | 5.8 | $ | (3.0 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
The amounts related to derivative instruments not designated as hedging instruments are recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income.
|
|||
Note 12—Income Taxes
The domestic and foreign components of income before taxes are as follows for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Domestic |
$ | (42.4 | ) | $ | (11.6 | ) | $ | (25.3 | ) | |
|
Foreign |
167.0 | 149.9 | 170.8 | |||||||
| | | | | | | | | | | |
|
|
$ | 124.6 | $ | 138.3 | $ | 145.5 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The components of the income tax provision are as follows for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Current income tax (benefit) expense: |
||||||||||
|
Federal |
$ | 0.2 | $ | 1.4 | $ | (0.6 | ) | |||
|
State |
0.2 | 0.9 | 0.2 | |||||||
|
Foreign |
35.0 | 69.5 | 56.7 | |||||||
| | | | | | | | | | | |
|
Total current income tax expense |
35.4 | 71.8 | 56.3 | |||||||
|
Deferred income tax (benefit): |
||||||||||
|
Federal |
(1.8 | ) | 1.2 | (3.8 | ) | |||||
|
State |
(0.6 | ) | — | (0.9 | ) | |||||
|
Foreign |
9.8 | (12.9 | ) | (0.1 | ) | |||||
| | | | | | | | | | | |
|
Total deferred income tax (benefit) |
7.4 | (11.7 | ) | (4.8 | ) | |||||
| | | | | | | | | | | |
|
Income tax provision |
$ | 42.8 | $ | 60.1 | $ | 51.5 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The income tax (benefit) provision differs from the tax provision computed at the U.S federal statutory rate due to the following significant components for the years ended December 31:
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Statutory tax rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||
|
Foreign tax rate differential |
(10.2 | ) | (7.2 | ) | (8.0 | ) | ||||
|
Permanent differences |
12.0 | 18.7 | 12.8 | |||||||
|
Tax contingencies |
(1.1 | ) | 3.0 | 6.1 | ||||||
|
Change in tax rates |
0.1 | (0.7 | ) | 0.2 | ||||||
|
Withholding taxes |
0.1 | 0.3 | — | |||||||
|
State income taxes, net of federal benefits |
0.1 | 0.3 | (0.3 | ) | ||||||
|
Purchase accounting |
0.8 | 0.9 | (3.0 | ) | ||||||
|
Tax credits |
(8.6 | ) | (9.5 | ) | (5.1 | ) | ||||
|
Other |
0.6 | 0.1 | (1.5 | ) | ||||||
|
Change in valuation allowance for unbenefitted losses |
5.5 | 2.6 | (0.8 | ) | ||||||
| | | | | | | | | | | |
|
Effective tax rate |
34.3 | % | 43.5 | % | 35.4 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The tax effect of temporary items that give rise to significant portions of the deferred tax assets and liabilities are as follows as of December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Deferred tax assets: |
|||||||
|
Accounts receivable |
$ | 2.7 | $ | 1.3 | |||
|
Accrued expenses |
3.1 | 0.8 | |||||
|
Compensation |
10.7 | 8.6 | |||||
|
Investments |
0.5 | 0.8 | |||||
|
Deferred revenue |
4.1 | 2.2 | |||||
|
Net operating loss carryforwards |
11.4 | 10.6 | |||||
|
Capital loss carryforwards |
0.8 | — | |||||
|
Foreign tax and other tax credit carryforwards |
18.8 | 15.5 | |||||
|
Foreign statutory reserves |
— | 15.0 | |||||
|
Unrealized currency gain/loss |
4.5 | 4.8 | |||||
|
Warranty reserve |
2.0 | 3.1 | |||||
|
Other |
3.6 | 0.6 | |||||
| | | | | | | | |
|
Gross deferred tax assets |
62.2 | 63.3 | |||||
|
Less valuation allowance |
(42.4 | ) | (39.9 | ) | |||
| | | | | | | | |
|
Total deferred tax assets |
19.8 | 23.4 | |||||
| | | | | | | | |
|
Deferred tax liabilities: |
|||||||
|
Accounts receivable |
0.4 | 0.1 | |||||
|
Fixed assets |
2.1 | 2.8 | |||||
|
Foreign statutory reserves |
— | 5.8 | |||||
|
Investments |
0.2 | 0.3 | |||||
|
Inventory |
0.9 | 0.3 | |||||
|
Intangibles |
7.4 | 5.8 | |||||
|
Accrued expenses |
15.5 | 3.9 | |||||
|
Unrealized currency gain/loss |
4.2 | — | |||||
| | | | | | | | |
|
Total deferred tax liabilities |
30.7 | 19.0 | |||||
| | | | | | | | |
|
Net deferred tax liability |
$ | (10.9 | ) | $ | 4.4 | ||
| | | | | | | | |
| | | | | | | | |
The Company uses the liability method to account for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting period. Deferred income taxes are based on enacted tax laws and statutory tax rates applicable to the period in which these differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the expected realized amounts.
The Company can only recognize a deferred tax asset to the extent this it is "more likely than not" that these assets will be realized. After considering all available positive and negative evidence, the Company established a valuation allowance against deferred tax assets in certain jurisdictions as it is more likely than not that these assets will not be realized. In determining the realizability of these assets, the Company considered numerous factors including historical profitability, the character and estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which it operates. The Company fully reserved all U.S. net deferred tax assets, which are predominantly net operating losses and tax credit carryforwards. The Company's valuation allowance at December 31, 2013 increased by $2.5 million from the balance at December 31, 2012, due primarily to unbenefited losses and credits in the U.S. Also during 2013, the Company reduced its beginning-of-the-year valuation allowance by $3.3 million to account for deferred tax liabilities recorded in conjunction with the acquisition of Prairie Technologies, Inc. that caused a change in judgment with respect to the realizability of the Company's deferred tax assets in future years.
As of December 31, 2013, the Company has approximately $30.3 million of U.S. net operating loss carryforwards available to reduce future state taxable income which expire at various times through 2033 and approximately $54.3 million of German Trade Tax net operating losses that are carried forward indefinitely. Additionally, the Company has $8.6 million of other foreign net operating losses that are expected to expire at various times beginning in 2022. The Company also has U.S. tax credits of approximately $18.8 million available to offset future tax liabilities that expire at various dates, which include research and development tax credits of $11.6 million expiring at various times through 2033 and foreign tax credits of $7.2 million expiring at various times through 2023. Utilization of the U.S. net operating loss carryforwards and credits may be subject to annual limitations due to the ownership percentage change limitations provided by the Internal Revenue Code Section 382 and similar state provisions. In the event of a deemed change in control under Internal Revenue Code Section 382, an annual limitation on the utilization of net operating losses and credits may result in the expiration of all or a portion of the net operating loss and credit carryforwards.
The Company reflects certain foreign statutory reserves in its tabular reconciliation of unrecognized tax benefits. Effective for the year ended December 31, 2013, these tax benefits are presented as a reduction of the associated net deferred tax assets.
The Company has indefinitely reinvested the earnings of its subsidiaries in the cumulative amount of approximately $1,054.0 million as of December 31, 2013, and therefore, has not provided for U.S. income taxes that could result from the distribution of such earnings to the U.S. parent. If these earnings were ultimately distributed to the U.S. 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 foreign tax credits. It is not practicable to estimate the amount of unrecognized deferred U.S. income taxes on these undistributed earnings.
The Company has gross unrecognized tax benefits, excluding interest, of approximately $32.7 million as of December 31, 2013, of which $14.1 million, if recognized, would reduce the Company's effective tax rate. In the next twelve months it is reasonably possible that the Company will reduce its unrecognized tax benefits by $1-3 million due to statutes of limitations expiring and favorably settling with taxing authorities which would reduce the Company's effective tax rate. A tabular reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
|
Gross unrecognized tax benefits at December 31, 2010 |
$ | 27.0 | ||
|
Gross increases—tax positions in prior periods |
5.5 | |||
|
Gross decreases—tax positions in prior periods |
(0.6 | ) | ||
|
Gross increases—current period tax positions |
3.1 | |||
|
Gross decreases—current period tax positions |
(0.4 | ) | ||
| | | | | |
|
Gross unrecognized tax benefits at December 31, 2011 |
34.6 | |||
|
Gross increases—tax positions in prior periods |
5.9 | |||
|
Gross decreases—tax positions in prior periods |
(2.2 | ) | ||
|
Gross increases—current period tax positions |
12.0 | |||
|
Settlements |
(4.6 | ) | ||
|
Lapse of statutes |
(3.6 | ) | ||
| | | | | |
|
Gross unrecognized tax benefits at December 31, 2012 |
42.1 | |||
|
Gross decreases—tax positions in prior periods |
(0.5 | ) | ||
|
Gross increases—current period tax positions |
0.7 | |||
|
Settlements |
(7.1 | ) | ||
|
Lapse of statutes |
(2.5 | ) | ||
| | | | | |
|
Gross unrecognized tax benefits at December 31, 2013 |
$ | 32.7 | ||
| | | | | |
| | | | | |
The Company's policy is to include accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense. As of December 31, 2013 and 2012, the Company had approximately $3.8 million and $3.7 million, respectively, of accrued interest and penalties related to uncertain tax positions included in other long-term liabilities in the consolidated balance sheets. Penalties and interest related to unrecognized tax benefits of $0.9 million and $2.0 million were recorded in the provision for income taxes during the year ended December 31, 2013 and 2012, respectively.
The Company files tax returns in the U.S., which include federal, state and local jurisdictions and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the U.S. and Switzerland to be its significant tax jurisdictions. The tax years 2009 to 2012 are open tax years in these significant foreign jurisdictions. In the fourth quarter of 2012, the Company settled tax audits in Switzerland and Germany. In the first quarter of 2014, the Company settled a tax audit in the U.S. for the tax year 2010. The settlement was immaterial to the consolidated financial statements. Tax years 2011 to 2012 remain open for examination in the U.S.
|
|||
Note 13—Employee Benefit Plans
Defined Benefit Plans
Substantially all of the Company's employees in Switzerland, France and Japan, as well as certain employees in Germany, are covered by Company-sponsored defined benefit pension plans. Retirement benefits are generally earned based on years of service and compensation during active employment. Eligibility is generally determined in accordance with local statutory requirements, however, the level of benefits and terms of vesting varies among plans.
Net Periodic Pension Cost
The components of net periodic benefit costs for the years ended December 31, 2013, 2012 and 2011 were as follows:
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Components of net periodic benefit costs: |
||||||||||
|
Service cost |
$ | 5.5 | $ | 4.6 | $ | 5.5 | ||||
|
Interest cost |
4.1 | 4.8 | 4.9 | |||||||
|
Expected return on plan assets |
(3.8 | ) | (4.0 | ) | (4.1 | ) | ||||
|
Amortization of net loss |
2.2 | 1.1 | 1.3 | |||||||
| | | | | | | | | | | |
|
Net periodic benefit costs |
$ | 8.0 | $ | 6.5 | $ | 7.6 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company measures its benefit obligation and the fair value of plan assets as of December 31st each year. The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Change in benefit obligation: |
|||||||
|
Benefit obligation at beginning of year |
$ | 185.5 | $ | 153.5 | |||
|
Service cost |
5.5 | 4.6 | |||||
|
Interest cost |
4.1 | 4.8 | |||||
|
Plan participant contributions |
3.7 | 3.4 | |||||
|
Plan curtailments |
(0.5 | ) | — | ||||
|
Benefits paid |
(6.6 | ) | (5.0 | ) | |||
|
Actuarial loss (gain) |
(13.1 | ) | 20.4 | ||||
|
Impact of foreign currency exchange rates |
4.5 | 3.8 | |||||
| | | | | | | | |
|
Benefit obligation at end of year |
183.1 | 185.5 | |||||
|
Change in plan assets: |
|||||||
|
Fair value of plan assets at beginning of year |
123.9 | 112.9 | |||||
|
Return on plan assets |
10.8 | 4.4 | |||||
|
Plan participant and employer contributions |
8.9 | 8.7 | |||||
|
Benefits paid |
(6.6 | ) | (5.0 | ) | |||
|
Impact of foreign currency exchange rates |
4.0 | 2.9 | |||||
| | | | | | | | |
|
Fair value of plan assets at end of year |
141.0 | 123.9 | |||||
| | | | | | | | |
|
Net funded status |
$ | (42.1 | ) | $ | (61.6 | ) | |
| | | | | | | | |
| | | | | | | | |
The accumulated benefit obligation for the defined benefit pension plans is $174.8 million and $176.5 million at December 31, 2013 and 2012, respectively. All defined benefit pension plans have an accumulated benefit obligation and projected benefit obligation in excess of plan assets at December 31, 2013 and 2012.
The following amounts were recognized in the accompanying consolidated balance sheets for the Company's defined benefit plans at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Current liabilities |
$ | (1.6 | ) | $ | (1.6 | ) | |
|
Non-current liabilities |
(40.5 | ) | (60.0 | ) | |||
| | | | | | | | |
|
Net benefit obligation |
$ | (42.1 | ) | $ | (61.6 | ) | |
| | | | | | | | |
| | | | | | | | |
The following pre-tax amounts were recognized in accumulated other comprehensive income for the Company's defined benefit plans at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Reconciliation of amounts recognized in the consolidated balance sheets: |
|||||||
|
Net actuarial loss |
$ | (20.3 | ) | $ | (41.1 | ) | |
| | | | | | | | |
|
Accumulated other comprehensive loss |
(20.3 | ) | (41.1 | ) | |||
|
Accumulated contributions in excess of net periodic benefit cost |
(21.8 | ) | (20.5 | ) | |||
| | | | | | | | |
|
Net amount recognized |
$ | (42.1 | ) | $ | (61.6 | ) | |
| | | | | | | | |
| | | | | | | | |
The amount in accumulated other comprehensive income at December 31, 2013 expected to be recognized as amortization of net loss within net periodic benefit cost in 2014 is $0.1 million.
The range of assumptions used for defined benefit pension plans reflects the different economic environments within the various countries. The range of assumptions used to determine the projected benefit obligations for the years ended December 31, are as follows:
| |
2013 | 2012 | 2011 | |||
|---|---|---|---|---|---|---|
|
Discount rate |
0.7%-3.8% | 0.8%-4.1% | 1.1%-5.5% | |||
|
Expected return on plan assets |
3.0% | 3.5% | 3.4%-4.0% | |||
|
Expected rate of compensation increase |
1.0%-3.0% | 1.0%-3.8% | 1.0%-3.8% |
To determine the expected long-term rate of return on pension plan assets, the Company considers current asset allocations, as well as historical and expected returns on various asset categories of plan assets. For the principal pension plans, the Company applies the expected rate of return to a market-related value of assets, which stabilizes variability in assets to which the expected return is applied.
Asset Allocations by Asset Category
The fair value of the Company's pension plan assets at December 31, 2013 and 2012, by asset category and by level in the fair value hierarchy, is as follows (in millions):
|
December 31, 2013 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Plan Assets: |
|||||||||||||
|
Cash and cash equivalents (a) |
$ | 19.4 | $ | 19.4 | $ | — | $ | — | |||||
|
Debt securities: |
|||||||||||||
|
U.S. Corporate (b) |
1.4 | 1.4 | — | — | |||||||||
|
Foreign corporations (c) |
51.1 | 51.1 | — | — | |||||||||
|
Foreign governments (c) |
8.3 | 8.3 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
60.8 | 60.8 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Equity Securities: |
|||||||||||||
|
Foreign corporations (d) |
35.1 | 35.1 | — | — | |||||||||
|
U.S. corporations (d) |
5.3 | 5.3 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
40.4 | 40.4 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Real estate (e) |
14.4 | 14.4 | — | — | |||||||||
|
Mortgage and other asset-backed securities (f) |
6.0 | — | 6.0 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total plan assets |
$ | 141.0 | $ | 135.0 | $ | 6.0 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
December 31, 2012 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Plan Assets: |
|||||||||||||
|
Cash and cash equivalents (a) |
$ | 12.1 | $ | 12.1 | $ | — | $ | — | |||||
|
Debt securities: |
|||||||||||||
|
U.S. Corporate (b) |
1.3 | 1.3 | — | — | |||||||||
|
Foreign corporations (c) |
43.3 | 43.3 | — | — | |||||||||
|
Foreign governments (c) |
7.5 | 7.5 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
52.1 | 52.1 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Equity Securities: |
|||||||||||||
|
Foreign corporations (d) |
31.4 | 31.4 | — | — | |||||||||
|
U.S. corporations (d) |
6.4 | 6.4 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
37.8 | 37.8 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Real estate (e) |
15.0 | 15.0 | — | — | |||||||||
|
Mortgage and other asset-backed securities (f) |
6.9 | — | 6.9 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total plan assets |
$ | 123.9 | $ | 117.0 | $ | 6.9 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
A Board of Trustees comprised of employer and employee representatives of the subsidiaries are responsible for setting the policy that serves as the framework for allocating plan assets within the guidelines provided by the respective government. The policy defines an investment strategy, including the asset allocation ranges, which is designed to ensure that the benefit obligations of the plans can be met when they are due. The investment strategy also is targeted at optimizing the return on investment within the risk constraints of the plans. The Board of Trustees appoint the plan administrators and investment managers, who oversee the investment allocation process, setting long-term strategic targets and monitoring asset allocations. The target allocations are 55% bonds, including cash, 30% equity investments and 15% real estate and mortgages. Target allocation ranges are guidelines, not limitations, and occasionally the Board of Trustees will approve allocations above or below a target range based on a number of factors, including market conditions.
Contributions and Estimated Future Benefit Payments
During 2014, the Company expects contributions to be consistent with 2013. The estimated future benefit payments are based on the same assumptions used to measure the Company's benefit obligation at December 31, 2013. The following benefit payments reflect future employee service as appropriate (in millions):
|
2014 |
$ | 3.8 | ||
|
2015 |
4.0 | |||
|
2016 |
4.6 | |||
|
2017 |
4.8 | |||
|
2018 |
5.3 | |||
|
2019-2023 |
34.0 |
Other Benefit Plans
The Company sponsors various defined contribution plans that cover certain domestic and international employees. The Company may make contributions to these plans at its discretion. The Company contributed $5.3 million, $4.6 million and $3.7 million to such plans in the years ended December 31, 2013, 2012 and 2011, respectively.
|
|||
Note 14—Commitments and Contingencies
Operating Leases
Certain buildings, office equipment and vehicles are leased under agreements that are accounted for as operating leases. Total rental expense under operating leases was $24.6 million, $21.6 million and $18.5 million during the years ended December 31, 2013, 2012 and 2011, respectively. Future minimum lease payments under non-cancelable operating leases at December 31, 2013, for each of the next five years are as follows (in millions):
|
2014 |
$ | 20.7 | ||
|
2015 |
17.0 | |||
|
2016 |
13.2 | |||
|
2017 |
10.4 | |||
|
2018 |
8.7 | |||
|
Thereafter |
17.7 | |||
| | | | | |
|
Total |
$ | 87.7 | ||
| | | | | |
| | | | | |
Capital Leases
The Company leases certain buildings under agreements that are classified as capital leases. The cost of the buildings under the capital leases is included in the consolidated balance sheets as property, plant and equipment and was $8.8 million and $9.9 million at December 31, 2013 and 2012. Accumulated amortization of the leased buildings at December 31, 2013 and 2012 was $2.8 million and $3.0 million, respectively. Amortization expense related to assets under capital leases is included in depreciation expense. The obligations related to capital leases are recorded as a component of long-term debt or the current portion of long-term debt in the consolidated balance sheets, depending on when the lease payments are due.
License Agreements
The Company has entered into cross-licensing agreements for various technologies that allow other companies to utilize certain of its patents and related technologies over various periods or into perpetuity. Income from these agreements for the years ended December 31, 2013, 2012 and 2011 was $9.5 million, $20.2 million and $2.9 million, respectively, and is classified in other revenue in the consolidated statements of income and comprehensive income. The decrease in the year ended December 31, 2013 is driven by an incremental decline in license revenue from the sale of technology by BEST. The unearned portions of proceeds from the cross-licensing agreements are classified as short-term or long-term deferred revenue depending on when the revenue will be earned.
The Company has also entered into license agreements allowing it to utilize certain patents. If these patents are used in connection with a commercial product sale, the Company pays royalties on the related product revenues. Licensing fees for the years ended December 31, 2013, 2012 and 2011, were $4.0 million, $4.2 million and $2.8 million, respectively, and are recorded in cost of product revenue in the consolidated statements of income and comprehensive income.
Legal
On April 9, 2013, PerkinElmer, Inc., Caliper Life Sciences, Inc., Xenogen Corporation and the Board of Trustees of the Leland Stanford Junior University filed an action in the U.S. District Court, California Northern District (Oakland) against the Company and, as subsequently amended, the Company's Bruker BioSpin Corporation subsidiary, alleging breach of a certain agreement assumed by Bruker BioSpin Corporation in connection with its purchase of the X-ray and optical imaging systems business of Carestream Health, Inc. in October 2012. The suit also claimed that the Company and Bruker BioSpin Corporation engaged in conduct that infringed and/or induced infringement of certain patents held by or licensed to the plaintiffs. Subsequent to the fourth quarter of 2013, the Company entered into a settlement agreement with the plaintiffs to resolve all claims. The settlement amount was recorded in the fourth quarter of 2013 and was immaterial to the consolidated financial statements of the Company.
On September 21, 2012, Vertical Analytics LLC filed an action in the U.S. District Court for the District of Delaware against Bruker AXS Inc. ("Bruker AXS"). The complaint alleged that Bruker AXS infringed, induced infringement, or contributed to the infringement of certain U.S. patents related to X-ray diffraction analysis held by Vertical Analytics LLC. During the fourth quarter of 2013, the Company entered into a settlement agreement with Vertical Analytics LLC to resolve all claims. The settlement amount was recorded in the fourth quarter of 2013 and was immaterial to the consolidated financial statements of the Company.
On November 4, 2011, Hyphenated Systems, LLC filed an action in California Superior Court, Santa Clara County, against the Company and Veeco Metrology, Inc. in connection with certain agreements entered into prior and subsequent to the Company's acquisition of all of the shares of Veeco Metrology, Inc. in October 2010. Upon the closing of the acquisition, Veeco Metrology, Inc. was renamed Bruker Nano, Inc. During the fourth quarter of 2013, the Company entered into a settlement agreement with Hyphenated Systems, LLC to resolve all claims. The settlement amount was recorded in the fourth quarter of 2013 and was immaterial to the consolidated financial statements of the Company.
Other 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, if any, will not have a material impact on the Company's financial position or results of operations. As of December 31, 2013 and 2012, no accruals have been recorded for such other potential contingencies.
Internal Investigation and Compliance Matters
As previously reported, the Audit Committee of the Company's Board of Directors, assisted by independent outside counsel and an independent forensic consulting firm, conducted an internal investigation in response to anonymous communications received by the Company alleging improper conduct in connection with the China operations of the Company's Bruker Optics subsidiary. The Audit Committee's investigation, which began in 2011 and was completed in the first quarter of 2012, included a review of compliance by Bruker Optics and its employees in China and Hong Kong with the requirements of the Foreign Corrupt Practices Act ("FCPA") and other applicable laws and regulations.
The investigation found evidence indicating that payments were made that improperly benefited employees or agents of government-owned enterprises in China and Hong Kong. The investigation also found evidence that certain employees of Bruker Optics in China and Hong Kong failed to comply with the Company's policies and standards of conduct. As a result, the Company took personnel actions, including the termination of certain individuals. The Company also terminated its business relationships with certain third party agents, implemented an enhanced FCPA compliance program, and strengthened the financial controls and oversight at its subsidiaries operating in China and Hong Kong. During 2011, the Company also initiated a review of the China operations of its other subsidiaries, with the assistance of an independent audit firm. On the basis of the review conducted to date, the Company has identified additional employees in Bruker subsidiaries operating in China who failed to comply with the Company's policies and standards of conduct, and has taken additional personnel actions at certain of its subsidiaries as a result. The review is ongoing and no conclusions can be drawn at this time as to its final outcome.
The Company voluntarily contacted the United States Securities and Exchange Commission and the United States Department of Justice in August 2011 to advise both agencies of the internal investigation by the Audit Committee regarding the China operations of the Company's Bruker Optics subsidiary. In October 2011, the Company also reported that existence of the internal investigation to the Hong Kong Joint Financial Intelligence Unit and Independent Commission Against Corruption ("ICAC"). The Company has cooperated with the United States federal agencies and Hong Kong government authorities with respect to their inquiries and has provided documents and/or made witnesses available in response to requests from the governmental authorities reviewing this matter. The Company intends to continue to cooperate with these agencies in connection with their inquiries. At this time the Company cannot reasonably assess the timing or outcome of these matters or their effect, if any, on the Company's business.
The FCPA and related statutes and regulations provide for potential monetary penalties as well as criminal and civil sanctions in connection with FCPA violations. It is possible that monetary penalties and other sanctions could be assessed by the U.S. Federal government in connection with these matters. Additionally, to the extent any payments are determined to be illegal by local government authorities, civil or criminal penalties may be assessed by such authorities and the Company's ability to conduct business in that jurisdiction may be negatively impacted. At this time, the Company cannot predict the extent to which the Securities and Exchange Commission ("SEC"), the Department of Justice ("DOJ"), the ICAC or any other governmental authorities will pursue administrative, civil injunctive or criminal proceedings, the imposition of fines or penalties or other remedies or sanctions. Given the current status of the inquiries from these agencies, the Company cannot reasonably estimate the possible loss or range of possible loss that may result from any proceedings that may be commenced by the SEC, the DOJ, the ICAC or any other governmental authorities. Accordingly, no provision with respect to such matters has been recorded in the accompanying consolidated financial statements. Any adverse findings or other negative outcomes from any such proceedings could have a material impact on the Company's consolidated financial statements in future periods.
Letters of Credit and Guarantees
At December 31, 2013 and 2012, the Company had bank guarantees of $171.2 million and $143.2 million, respectively, related primarily to customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered or warranty obligations are not fulfilled in compliance with the terms of the contract. These guarantees affect the availability of the Company's lines of credit.
Indemnifications
The Company enters into standard indemnification arrangements in the Company's ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to its products. The term of these indemnification agreements is generally perpetual anytime after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal.
The Company has entered into indemnification agreements with its directors and officers that may require the Company to: indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature; advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified; and obtain directors' and officers' insurance if available on reasonable terms, which the Company currently has in place.
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Note 16—Accumulated Other Comprehensive Income
The following is a summary of the components of accumulated other comprehensive income, net of tax, at December 31, (in millions):
| |
Foreign Currency Translation |
Unrealized Losses on Derivatives |
Pension Liability Adjustment |
Accumulated Other Comprehensive Income |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Balance at December 31, 2010 |
$ | 175.8 | $ | (3.0 | ) | $ | (20.4 | ) | $ | 152.4 | |||
|
Other comprehensive income |
(14.7 | ) | (0.3 | ) | 1.6 | (13.4 | ) | ||||||
|
Realized loss on reclassification |
— | 2.2 | 1.3 | 3.5 | |||||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2011 |
161.1 | (1.1 | ) | (17.5 | ) | 142.5 | |||||||
|
Other comprehensive income (loss) |
9.2 | (0.2 | ) | (16.1 | ) | (7.1 | ) | ||||||
|
Realized loss on reclassification |
— | 1.3 | 1.1 | 2.4 | |||||||||
| | | | | | | | | | | | | | |
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Balance at December 31, 2012 |
170.3 | — | (32.5 | ) | 137.8 | ||||||||
|
Other comprehensive income |
27.3 | — | 15.0 | 42.3 | |||||||||
|
Realized loss on reclassification |
— | — | 2.3 | 2.3 | |||||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2013 |
$ | 197.6 | $ | — | $ | (15.2 | ) | $ | 182.4 | ||||
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Note 17—Deferred Offering Costs
In September 2010, the Company announced plans to sell a minority ownership position in its BEST subsidiary through an initial public offering of the capital stock of BEST. As a result of economic and market factors, the timing of the BEST initial public offering was uncertain and the Company expensed deferred offering costs totaling $3.4 million in 2011. In March 2012, the Company determined not to proceed with the initial public offering of the capital stock of BEST.
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Note 18—Other Charges, Net
The components of other charges, net for the years ended December 31, 2013, 2012 and 2011, were as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Acquisition-related charges |
$ | 3.6 | $ | (0.1 | ) | $ | 1.2 | |||
|
Transition-related charges incurred in connection with acquired businesses |
— | — | 3.0 | |||||||
|
Professional fees incurred in connection with internal investigation |
6.1 | 11.1 | 4.3 | |||||||
|
Factory relocation charges |
0.7 | 2.0 | — | |||||||
|
Restructuring charges |
18.2 | 0.5 | 1.0 | |||||||
|
Other charges, net |
— | 0.4 | 0.2 | |||||||
| | | | | | | | | | | |
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|
$ | 28.6 | $ | 13.9 | $ | 9.7 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Beginning in the fourth quarter of 2012 and continuing in 2013, the Company commenced productivity improvement initiatives in both its BSI and BEST reporting segments in an effort to better optimize its operations. These restructuring initiatives include 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 environments.
The Company recorded restructuring charges within the years ended December 31, 2013 and 2012 of $25.3 million and $0.5 million, respectively, related to these initiatives. For the year ended December 31, 2013, restructuring charges consisted of $17.9 million for severance costs, $5.3 million for exit related costs, such as professional services and facility exit charges, and $2.1 million of inventory provisions for excess inventory. Of the $25.3 million recorded during the year ended December 31, 2013, $23.0 million related to the BSI reporting segment and $2.3 million related to the BEST reporting segment. The Company recorded $18.2 million of the restructuring charges as a component of Other Charges, net, and $7.1 million as a component of Cost of Revenue in the condensed consolidated statements of income and comprehensive income. Based on the current status of these restructuring initiatives, the Company expects to record additional charges of approximately $4-5 million during 2014 relating to these initiatives, consisting mainly of severance costs.
The following table sets forth the changes in the restructuring reserves for the years ended December 31, 2013 and 2012 (in millions):
| |
Total | Severance | Exit Costs | Provisions for Excess Inventory |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Balance at December 31, 2011 |
$ | 1.3 | $ | 0.9 | $ | 0.1 | $ | 0.3 | |||||
|
Restructuring charges |
0.5 | 0.2 | 0.3 | — | |||||||||
|
Cash payments |
(0.4 | ) | (0.2 | ) | (0.1 | ) | (0.1 | ) | |||||
|
Non-cash adjustments |
(0.2 | ) | — | — | (0.2 | ) | |||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2012 |
1.2 | 0.9 | 0.3 | — | |||||||||
|
Restructuring charges |
25.3 | 17.9 | 5.3 | 2.1 | |||||||||
|
Cash payments |
(15.4 | ) | (10.9 | ) | (4.5 | ) | — | ||||||
|
Non-cash adjustments |
(0.1 | ) | — | — | (0.1 | ) | |||||||
|
Foreign currency impact |
0.5 | 0.5 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2013 |
$ | 11.5 | $ | 8.4 | $ | 1.1 | $ | 2.0 | |||||
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Note 19—Interest and Other Income (Expense), Net
The components of interest and other income (expense), net for the years ended December 31, 2013, 2012 and 2011, were as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Interest income |
$ | 1.0 | $ | 0.9 | $ | 1.0 | ||||
|
Interest expense |
(13.4 | ) | (14.3 | ) | (7.3 | ) | ||||
|
Exchange losses on foreign currency transactions |
(10.4 | ) | (6.8 | ) | (4.4 | ) | ||||
|
Gain on disposal of product line |
0.9 | 2.2 | — | |||||||
|
Other |
(1.7 | ) | 0.3 | 0.6 | ||||||
| | | | | | | | | | | |
|
Interest and other income (expense), net |
$ | (23.6 | ) | $ | (17.7 | ) | $ | (10.1 | ) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
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Note 20—Business Segment Information
The Company has two reporting segments, BSI and BEST, as discussed in Footnote 1 to the consolidated financial statements.
Selected business segment information is presented below for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Revenue: |
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|
BSI |
$ | 1,709.5 | $ | 1,666.1 | $ | 1,554.1 | ||||
|
BEST |
147.4 | 136.2 | 113.4 | |||||||
|
Eliminations (a) |
(17.5 | ) | (10.9 | ) | (15.8 | ) | ||||
| | | | | | | | | | | |
|
Total revenue |
$ | 1,839.4 | $ | 1,791.4 | $ | 1,651.7 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Operating Income (Loss): |
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|
BSI |
$ | 138.9 | $ | 140.8 | $ | 162.8 | ||||
|
BEST |
9.5 | 12.8 | (4.1 | ) | ||||||
|
Corporate, eliminations and other (b) |
(0.2 | ) | 2.4 | (3.1 | ) | |||||
| | | | | | | | | | | |
|
Total operating income |
$ | 148.2 | $ | 156.0 | $ | 155.6 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company recorded an impairment of assets within the BSI segment of $22.6 million for the year ended December 31, 2012, comprising goodwill and definite-lived intangible asset impairment charges of $1.4 million and $16.4 million, respectively, in our CAM division as a result of increased deterioration in its financial performance, and an impairment charge of $4.8 million of other long-lived assets to reduce the carrying value to their estimated fair value. The Company recorded an impairment of assets of $1.2 million within the BEST segment for the year ended December 31, 2012 to reduce the carrying value of certain tangible long-lived assets to their estimated fair value.
Total assets by segment as of and for the years ended December 31, are as follows (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Assets: |
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|
BSI |
$ | 1,925.3 | $ | 1,786.2 | |||
|
BEST |
146.5 | 134.4 | |||||
|
Eliminations and other (a) |
(83.5 | ) | (64.2 | ) | |||
| | | | | | | | |
|
Total assets |
$ | 1,988.3 | $ | 1,856.4 | |||
| | | | | | | | |
| | | | | | | | |
Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Capital Expenditures: |
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|
BSI |
$ | 44.9 | $ | 60.1 | $ | 52.3 | ||||
|
BEST |
5.4 | 12.7 | 9.3 | |||||||
| | | | | | | | | | | |
|
Total capital expenditures |
$ | 50.3 | $ | 72.8 | $ | 61.6 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Depreciation and Amortization: |
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|
BSI |
$ | 56.4 | $ | 54.6 | $ | 49.1 | ||||
|
BEST |
4.9 | 4.5 | 3.8 | |||||||
| | | | | | | | | | | |
|
Total depreciation and amortization |
$ | 61.3 | $ | 59.1 | $ | 52.9 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Revenue and property, plant and equipment by geographical area as of and for the year ended December 31, are as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Revenue: |
||||||||||
|
United States |
$ | 359.7 | $ | 377.2 | $ | 309.2 | ||||
|
Germany |
188.9 | 174.8 | 195.3 | |||||||
|
Rest of Europe |
583.7 | 531.3 | 490.2 | |||||||
|
Asia Pacific |
529.1 | 525.7 | 503.6 | |||||||
|
Other |
178.0 | 182.4 | 153.4 | |||||||
| | | | | | | | | | | |
|
Total revenue |
$ | 1,839.4 | $ | 1,791.4 | $ | 1,651.7 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Property, plant and equipment: |
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|
United States |
$ | 53.8 | $ | 53.7 | |||
|
Germany |
175.0 | 155.3 | |||||
|
Rest of Europe |
62.7 | 63.5 | |||||
|
Asia Pacific |
5.8 | 6.0 | |||||
|
Other |
2.2 | 5.1 | |||||
| | | | | | | | |
|
Total property, plant and equipment, net |
$ | 299.5 | $ | 283.6 | |||
| | | | | | | | |
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Note 21—Related Parties
The Company leases certain office space from certain of its principal shareholders, including a director and executive officer and another member of the Company's Board of Directors, and members of their immediate families, which have expiration dates ranging from 2015 to 2021. Total rent expense under these leases was $2.6 million, $2.4 million and $2.4 million for each of the years ended December 31, 2013, 2012 and 2011, respectively.
During the years ended December 31, 2013, 2012 and 2011, the Company incurred expenses of $5.3 million, $2.4 million and $3.2 million, respectively, to a law firm in which one of the members of its Board of Directors is a partner.
During the years ended December 31, 2013, 2012 and 2011, the Company incurred expenses of $0.2 million, $0.4 million and $0.5 million, respectively, to a financial services firm in which one of the members of its Board of Directors is a partner.
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Note 22—Quarterly Financial Data (Unaudited)
A summary of operating results for the quarterly periods in the years ended December 31, 2013 and 2012, is set forth below (in millions, except per share data):
| |
Quarter Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
March 31 | June 30 | September 30 | December 31 (1) | |||||||||
|
Year ended December 31, 2013 |
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Net revenue |
$ | 393.4 | $ | 454.9 | $ | 439.0 | $ | 552.1 | |||||
|
Gross profit |
174.5 | 201.6 | 193.2 | 235.9 | |||||||||
|
Operating income |
12.2 | 43.5 | 31.5 | 61.0 | |||||||||
|
Net income attributable to Bruker Corporation |
5.4 | 22.9 | 16.6 | 35.2 | |||||||||
|
Net income per common share attributable to Bruker Corporation shareholders: |
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|
Basic |
$ | 0.03 | $ | 0.14 | $ | 0.10 | $ | 0.21 | |||||
|
Diluted |
$ | 0.03 | $ | 0.14 | $ | 0.10 | $ | 0.21 | |||||
|
Year ended December 31, 2012 |
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|
Net revenue |
$ | 405.6 | $ | 420.7 | $ | 447.8 | $ | 517.3 | |||||
|
Gross profit |
189.9 | 187.7 | 210.1 | 241.7 | |||||||||
|
Operating income |
34.4 | 22.1 | 60.3 | 39.2 | |||||||||
|
Net income attributable to Bruker Corporation |
15.1 | 9.9 | 39.7 | 12.8 | |||||||||
|
Net income per common share attributable to Bruker Corporation shareholders: |
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|
Basic |
$ | 0.09 | $ | 0.06 | $ | 0.24 | $ | 0.08 | |||||
|
Diluted |
$ | 0.09 | $ | 0.06 | $ | 0.24 | $ | 0.08 | |||||
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Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and all majority and wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Noncontrolling Interests
Noncontrolling interests represents the minority shareholders' proportionate share of the Company's majority-owned indirect subsidiaries. The portion of net income or net loss attributable to non-controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of income and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders' equity.
Subsequent Events
The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events.
Cash and Cash Equivalents
Cash and cash equivalents primarily include cash on hand, money market funds and time deposits with original maturities of three months or less at the date of acquisition. Time deposits represent amounts on deposit in banks and temporarily invested in instruments with maturities of three months or less at the time of purchase. Certain of these investments represent deposits which are not insured by the FDIC or any other government agency. Cash equivalents are carried at cost, which approximates market value.
Restricted Cash
Certain customers require the Company to provide bank guarantees on customer advances. Generally, lines of credit satisfy this requirement. However, to the extent the required guarantee exceeds the available local line of credit, the Company maintains restricted cash balances. Restricted cash balances are classified as non-current unless, under the terms of the applicable agreements, the funds will be released from restrictions within one year from the balance sheet date. At December 31, 2013, the Company had $6.7 million of restricted cash, of which $4.0 million was classified as non-current. At December 31, 2012, the Company had $7.6 million of restricted cash, of which $3.9 million was classified as non-current.
Derivative Financial Instruments
All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure of changes in fair value of an asset or a liability resulting from a particular risk. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in the same caption in the consolidated statements of income and comprehensive income.
Fair Value
The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:
The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).
The Company's financial instruments consist primarily of cash equivalents, restricted cash, derivative instruments consisting of forward foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts, accounts receivable, short-term borrowings, accounts payable, contingent consideration and long-term debt. The carrying amounts of the Company's cash equivalents and restricted cash, accounts receivable, short-term borrowings and accounts payable approximate fair value due to their short-term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company's long-term debt consists principally of a private placement arrangement entered into in 2012 with various fixed interest rates based on the maturity date.
The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts.
Concentration of Credit Risk
Financial instruments which subject the Company to credit risk consist of cash and cash equivalents, derivative instruments, accounts receivables and restricted cash. The risk with respect to cash and cash equivalents is minimized by the Company's policy of investing in short-term financial instruments issued by highly-rated financial institutions. The risk with respect to derivative instruments is minimized by the Company's policy of entering into arrangements with highly-rated financial institutions. The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company's customers. The Company performs periodic credit evaluations of its customers' financial condition and generally requires an advanced deposit for a portion of the purchase price. Credit losses have been within management's expectations and the allowance for doubtful accounts totaled $7.9 million as of December 31, 2013 and 2012. As of December 31, 2013 and 2012, no single customer represented 10% of the Company's accounts receivable. For the years ended December 31, 2013, 2012 and 2011, no single customer represented 10% of the Company's total revenue.
Inventories
Components of inventory include raw materials, work-in-process, demonstration units and finished goods. Demonstration units include systems which are located in the Company's demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in-transit systems that have been shipped to the Company's customers, but not yet installed and accepted by the customer. All inventories are stated at the lower of cost or market. Cost is determined principally by the first-in, first-out method for a majority of subsidiaries and by average-cost for certain other subsidiaries. The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding twelve months, expected demand, technological obsolescence and other information including the physical condition of demonstration and in-transit inventories. The Company records a charge to cost of revenue for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges and purchasing and receiving costs, are capitalized as part of inventory and are also included in the cost of revenue line item within the consolidated statements of income and comprehensive income.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of income and comprehensive income. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows:
| Buildings | 25-40 years | ||
| Machinery and equipment | 3-10 years | ||
| Computer equipment and software | 3-5 years | ||
| Furniture and fixtures | 3-10 years | ||
| Leasehold improvements | Lesser of 15 years or the remaining lease term |
Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.
The Company tests goodwill for impairment at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the two-step quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the first step involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines fair value of reporting units using a weighting of both the market and the income methodologies. Estimating the fair value of the reporting units requires significant judgment by management. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Company performs the second step of the goodwill impairment test to measure the amount of the impairment. In the second step of the goodwill impairment test the Company compares the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill.
Acquired in process research and development, or IPR&D, acquired as part of business combinations under the acquisition method represents ongoing development work associated with enhancements to existing products, as well as the development of next generation products. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment on an annual basis, or when indicators of impairment are identified. When the IPR&D project is complete, it is reclassified as a finite-lived intangible asset and is amortized over its estimated useful life, typically seven to ten years. If an IPR&D project is abandoned before completion or is otherwise determined to be impaired, the value of the asset or the amount of the impairment is charged to the consolidated statements of income and comprehensive income in the period the project is abandoned or impaired.
Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows:
| Existing technology and related patents | 3-10 years | ||
| Customer and distributor relationships | 5-12 years | ||
| Trade names | 5-10 years |
Impairment of Long-Lived Assets
Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the quoted market price, if available, or the estimated fair value of those assets are less than the assets' carrying value. Impairment losses are charged to the consolidated statements of income and comprehensive income for the difference between the fair value and carrying value of the asset.
Warranty Costs and Deferred Revenue
The Company typically provides a one year parts and labor warranty with the purchase of equipment. The anticipated cost for this warranty is accrued upon recognition of the sale and is included as a current liability on the accompanying consolidated balance sheets. The Company's warranty reserve reflects estimated material and labor costs for potential product issues for which the Company expects to incur an obligation. The Company's estimates of anticipated rates of warranty claims and costs are primarily based on historical information and future forecasts. The Company assesses the adequacy of the warranty reserve on a quarterly basis and adjusts the amount as necessary. If the historical data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required.
The Company also offers to its customers extended warranty and service agreements extending beyond the initial warranty for a fee. These fees are recorded as deferred revenue and recognized ratably into income over the life of the extended warranty contract or service agreement.
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in a Company's financial statements. This guidance prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Customer Advances
The Company typically requires an advance deposit under the terms and conditions of contracts with customers. These deposits are recorded as a liability until revenue is recognized on the specific contract in accordance with the Company's revenue recognition policy.
Revenue Recognition
The Company recognizes revenue from systems sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss has been transferred to the customer and collectability of the resulting receivable is reasonably assured. Title and risk of loss is generally transferred upon customer acceptance and evidence of installation for a system that has been delivered to the customer. When products are sold through an independent distributor or a strategic distribution partner who assumes responsibility for installation, the Company recognizes the system sale when the product has been shipped and title and risk of loss have been transferred to the distributor. The Company's distributors do not have price protection rights or rights of return; however, the Company's products are typically warranted to be free from defect for a period of one year. Revenue is deferred until cash is received when collectability is not reasonably assured or when the price is not fixed or determinable.
For transactions entered into subsequent to the adoption of ASU No. 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements, that include multiple elements, arrangement consideration is allocated to each element using the fair value hierarchy as required by ASU No. 2009-13. The Company limits the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations, or subject to customer-specific return or refund privileges.
The Company attempts to determine the fair value of its products and services based on vendor specific objective evidence ("VSOE"). The Company determines VSOE based on its normal selling pricing and discounting practices for the specific product or service when sold on a stand-alone basis. In determining VSOE, the Company's policy requires a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution and the geographies into which products and services are being sold when determining VSOE.
If VSOE cannot be established, which may occur in instances where a product or service has not been sold separately, stand-alone sales are too infrequent or product pricing is not within a sufficiently narrow range, the Company attempts to establish the selling price based on third-party evidence ("TPE"). TPE is determined based on competitor prices for similar deliverables when sold separately. The Company, however, is typically not able to determine TPE for its products or services. Generally, the Company's offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be determined. Furthermore, the Company is unable to reliably determine the selling prices on a stand-alone basis of similar products offered by its competitors.
When the Company cannot determine VSOE or TPE, it uses estimated selling price ("ESP") in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would typically transact a stand-alone sale of the product or service. ESP is determined by considering a number of factors including the Company's pricing policies, internal costs and gross profit objectives, method of distribution, market research and information, recent technological trends, competitive landscape and geographies. The Company analyzes the selling prices used in its allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices will be analyzed more frequently if a significant change in the Company's business or other factors necessitate more frequent analysis or if the Company experiences significant variances in its selling prices.
Revenue from accessories and parts is recognized upon shipment and service revenue is recognized as the services are performed.
The Company also has contracts for which it applies the percentage-of-completion model and completed contract model of revenue recognition. Application of the percentage-of-completion method requires the Company to make reasonable estimates of the extent of progress toward completion of the contract and the total costs the Company will incur under the contract. Changes in the estimates could affect the timing of revenue recognition.
Other revenues are primarily comprised of licensing arrangements. Licensing revenue is recognized ratably over the term of the related contract.
Shipping and Handling Costs
The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative expenses in the accompanying statements of income and comprehensive income. Shipping and handling costs were $26.7 million, $30.5 million and $28.7 million in the years ended December 31, 2013, 2012 and 2011, respectively. Amounts billed to customers in connection with these costs are included in total revenues.
Research and Development
Research and development costs are expensed as incurred and include salaries, wages and other personnel related costs, material costs and depreciation, consulting costs and facility costs.
Software Costs
Purchased software is capitalized at cost and is amortized over the estimated useful life, generally three years. Software developed for use in the Company's products is expensed as incurred until technological feasibility is reasonably assured and is classified as research and development expense. Subsequent to the achievement of technological feasibility, amounts are capitalizable, however, to date such amounts have not been material.
Advertising
The Company expenses advertising costs as incurred. Advertising expenses were $9.6 million, $7.5 million and $8.1 million during the years ended December 31, 2013, 2012 and 2011, respectively.
Stock-Based Compensation
The Company recognizes stock-based compensation expense in the consolidated statements of income and comprehensive income based on the fair value of the share-based award at the grant date. The Company's primary types of share-based compensation are stock options and restricted stock. The Company recorded stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011, as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Stock options |
$ | 5.3 | $ | 6.5 | $ | 6.6 | ||||
|
Restricted stock |
1.3 | 1.3 | 1.3 | |||||||
| | | | | | | | | | | |
|
Total stock-based compensation |
$ | 6.6 | $ | 7.8 | $ | 7.9 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Compensation expense is amortized on a straight-line basis over the underlying vesting terms of the share-based award. Stock options to purchase the Company's common stock are periodically awarded to executive officers and other employees of the Company, and members of the Company's Board of Directors, 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 term, dividend yield and risk-free interest rate are required for the Black-Scholes model and are presented in the table below:
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Risk-free interest rate |
1.07%-2.45% | 0.91%-1.78% | 1.24%-3.12% | |||||||
|
Expected life |
6.5 years | 6.5 years | 6.5 years | |||||||
|
Volatility |
54.9% | 55.9% | 57.2% | |||||||
|
Expected dividend yield |
— | — | — | |||||||
The risk-free interest rate is based on the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life assumption. Expected life is determined through the simplified method as defined in the Securities and Exchange Commission Staff Accounting Bulletin No. 110. The Company believes that this is the best estimate of the expected term of a new option. Expected volatility is based on a number of factors, but the Company currently believes that the exclusive use of its historical volatility results in the best estimate of the grant-date fair value of employee stock options because it reflects the market's current expectations of future volatility. The expected dividend yield was not considered in the option pricing formula since the Company does not pay dividends and has no current plans to do so in the future. The terms of certain of the Company's indebtedness currently restrict its ability to pay dividends to its shareholders. The weighted average fair values of options granted was $10.37, $7.11 and $7.89 per share for the years ended December 31, 2013, 2012 and 2011, respectively.
In addition, the Company utilizes an estimated forfeiture rate when calculating the stock-based compensation expense for the period. The Company has applied estimated forfeiture rates derived from an analysis of historical data of 7.0%, 5.7% and 5.2% for the years ended December 31, 2013, 2012 and 2011, respectively, in determining the expense recorded in the accompanying consolidated statements of income and comprehensive income.
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 for the years ended December 31, (in millions, except per share data):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Net income attributable to Bruker Corporation |
$ | 80.1 | $ | 77.5 | $ | 92.3 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Weighted average shares outstanding: |
||||||||||
|
Weighted average shares outstanding-basic |
166.5 | 166.0 | 165.4 | |||||||
|
Effect of dilutive securities: |
||||||||||
|
Stock options and restricted stock |
2.0 | 1.4 | 1.5 | |||||||
| | | | | | | | | | | |
|
Weighted average shares outstanding-diluted |
168.5 | 167.4 | 166.9 | |||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Net income per common share attributable to Bruker Corporation shareholders: |
||||||||||
|
Basic |
$ | 0.48 | $ | 0.47 | $ | 0.56 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Diluted |
$ | 0.48 | $ | 0.46 | $ | 0.55 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Stock options to purchase approximately 0.4 million shares, 0.6 million shares and 0.1 million shares were excluded from the computation of diluted earnings per share for the years ended December 31, 2013, 2012 and 2011, respectively, because their effect would have been anti-dilutive.
Employee Retirement Plans
The Company recognizes the over-funded or under-funded status of defined benefit pension and other postretirement defined benefit plans as an asset or liability, respectively, in its consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income.
Other Comprehensive Income
Other comprehensive income refers to revenues, expenses, gains and losses that are excluded from net income as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other comprehensive income is composed primarily of foreign currency translation adjustments and changes in the funded status of defined benefit pension plans.
Foreign Currency Translation
Assets and liabilities of the Company's foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. dollars using year-end exchange rates, or historical rates, as appropriate. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders' equity. Gains and losses resulting from translation of foreign currency monetary transactions are reported in interest and other income (expense), net in the consolidated statements of income and comprehensive income for all periods presented. The Company has certain intercompany foreign currency transactions that are deemed to be of a long-term investment nature. Exchange adjustments related to those transactions are made directly to a separate component of shareholders' equity.
Risk and Uncertainties
The Company is subject to risks common to its industry including, but not limited to, global economic conditions, rapid technological change, spending patterns from its customers, protection of its intellectual property, availability of key raw materials and components, compliance with existing and future regulation by government agencies, dependence on key personnel and fluctuations in foreign currency exchange rates.
Contingencies
The Company is subject to proceedings, lawsuits and other claims related to patents, product and other matters. The Company assesses the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after analysis of each individual issue. The required reserves may change in the future due to new developments in each situation or changes in settlement strategy in assessing these matters.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
Significant estimates and judgments made by management in preparing these financial statements include revenue recognition, allowances for doubtful accounts, writedowns for excess and obsolete inventory, estimated fair values used to record impairment charges related to intangible assets, goodwill, and other long-lived assets, amortization periods, expected future cash flows used to evaluate the recoverability of long-lived assets, stock-based compensation expense, warranty allowances, restructuring and other related charges, contingent liabilities and the recoverability of the Company's net deferred tax assets.
Although the Company regularly reassesses the assumptions underlying these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management's estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions are reasonable when made.
Reclassifications
Certain line items in prior period financial statements, including reclassifications within product cost of revenue, service cost of revenue and selling, general and administrative expenses, as well as certain footnote disclosures, including Note 7—Property Plant and Equipment, have been reclassified. These amounts are not material and had no effect on previously reported net income or cash flows.
|
|||
Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows:
| Buildings | 25-40 years | ||
| Machinery and equipment | 3-10 years | ||
| Computer equipment and software | 3-5 years | ||
| Furniture and fixtures | 3-10 years | ||
| Leasehold improvements | Lesser of 15 years or the remaining lease term |
Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows:
| Existing technology and related patents | 3-10 years | ||
| Customer and distributor relationships | 5-12 years | ||
| Trade names | 5-10 years |
The Company recorded stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011, as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Stock options |
$ | 5.3 | $ | 6.5 | $ | 6.6 | ||||
|
Restricted stock |
1.3 | 1.3 | 1.3 | |||||||
| | | | | | | | | | | |
|
Total stock-based compensation |
$ | 6.6 | $ | 7.8 | $ | 7.9 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model and are presented in the table below:
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Risk-free interest rate |
1.07%-2.45% | 0.91%-1.78% | 1.24%-3.12% | |||||||
|
Expected life |
6.5 years | 6.5 years | 6.5 years | |||||||
|
Volatility |
54.9% | 55.9% | 57.2% | |||||||
|
Expected dividend yield |
— | — | — | |||||||
The following table sets forth the computation of basic and diluted weighted average shares outstanding for the years ended December 31, (in millions, except per share data):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Net income attributable to Bruker Corporation |
$ | 80.1 | $ | 77.5 | $ | 92.3 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Weighted average shares outstanding: |
||||||||||
|
Weighted average shares outstanding-basic |
166.5 | 166.0 | 165.4 | |||||||
|
Effect of dilutive securities: |
||||||||||
|
Stock options and restricted stock |
2.0 | 1.4 | 1.5 | |||||||
| | | | | | | | | | | |
|
Weighted average shares outstanding-diluted |
168.5 | 167.4 | 166.9 | |||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Net income per common share attributable to Bruker Corporation shareholders: |
||||||||||
|
Basic |
$ | 0.48 | $ | 0.47 | $ | 0.56 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Diluted |
$ | 0.48 | $ | 0.46 | $ | 0.55 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
|||
The components and fair value allocation of the consideration transferred in connection with the SkyScan business are as follows (in millions):
|
Consideration Transferred: |
||||
|
Cash paid |
$ | 24.6 | ||
|
Cash acquired |
(2.9 | ) | ||
|
Contingent consideration |
4.0 | |||
| | | | | |
|
Total consideration transferred |
$ | 25.7 | ||
| | | | | |
| | | | | |
|
Allocation of Consideration Transferred: |
||||
|
Accounts receivable |
$ | 3.1 | ||
|
Inventories |
6.6 | |||
|
Other current assets |
0.3 | |||
|
Property, plant and equipment |
2.3 | |||
|
Intangible assets: |
||||
|
Existing technology |
7.2 | |||
|
Customer relationships |
6.4 | |||
|
Goodwill |
10.6 | |||
|
Liabilities assumed |
(10.8 | ) | ||
| | | | | |
|
Total consideration transferred |
$ | 25.7 | ||
| | | | | |
| | | | | |
|
|||
The following tables set forth the Company's financial instruments and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at December 31, 2013 and 2012 (in millions):
|
December 31, 2013 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Assets: |
|||||||||||||
|
Cash equivalents |
$ | 6.8 | $ | 6.8 | $ | — | $ | — | |||||
|
Restricted cash |
2.7 | 2.7 | — | — | |||||||||
|
Foreign exchange contracts |
2.3 | — | 2.3 | — | |||||||||
|
Embedded derivatives in purchase and delivery contracts |
0.2 | — | 0.2 | — | |||||||||
|
Fixed price commodity contracts |
0.1 | — | 0.1 | — | |||||||||
|
Long-term restricted cash |
4.0 | 4.0 | |||||||||||
| | | | | | | | | | | | | | |
|
Total assets recorded at fair value |
$ | 16.1 | $ | 13.5 | $ | 2.6 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
Liabilities: |
|||||||||||||
|
Contingent consideration |
$ | 7.0 | $ | — | $ | — | $ | 7.0 | |||||
|
Embedded derivatives in purchase and delivery contracts |
0.4 | — | 0.4 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total liabilities recorded at fair value |
$ | 7.4 | $ | — | $ | 0.4 | $ | 7.0 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
December 31, 2012 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Assets: |
|||||||||||||
|
Cash equivalents |
$ | 8.2 | $ | 8.2 | $ | — | $ | — | |||||
|
Restricted cash |
3.7 | 3.7 | — | — | |||||||||
|
Foreign exchange contracts |
1.8 | — | 1.8 | — | |||||||||
|
Embedded derivatives in purchase and delivery contracts |
0.3 | — | 0.3 | — | |||||||||
|
Long-term restricted cash |
3.9 | 3.9 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Total assets recorded at fair value |
$ | 17.9 | $ | 15.8 | $ | 2.1 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
Liabilities: |
|||||||||||||
|
Contingent consideration |
$ | 3.7 | $ | — | $ | — | $ | 3.7 | |||||
|
Embedded derivatives in purchase and delivery contracts |
0.3 | — | 0.3 | — | |||||||||
|
Fixed price commodity contracts |
0.2 | — | 0.2 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total liabilities recorded at fair value |
$ | 4.2 | $ | — | $ | 0.5 | $ | 3.7 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table sets forth the changes in contingent consideration liabilities for the years ended December 31, 2013 and 2012 (in millions):
|
Balance at December 31, 2011 |
$ | — | ||
|
Current period additions |
3.7 | |||
|
Current period adjustments |
— | |||
|
Current period settlements |
— | |||
|
Foreign currency effect |
— | |||
| | | | | |
|
Balance at December 31, 2012 |
3.7 | |||
|
Current period additions |
5.8 | |||
|
Current period adjustments |
(1.5 | ) | ||
|
Current period settlements |
(1.3 | ) | ||
|
Foreign currency effect |
0.3 | |||
| | | | | |
|
Balance at December 31, 2013 |
$ | 7.0 | ||
| | | | | |
| | | | | |
|
|||
The following is a summary of trade accounts receivable at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Gross accounts receivable |
$ | 315.5 | $ | 297.2 | |||
|
Allowance for doubtful accounts |
(7.9 | ) | (7.9 | ) | |||
| | | | | | | | |
|
Accounts receivable, net |
$ | 307.6 | $ | 289.3 | |||
| | | | | | | | |
| | | | | | | | |
The following is a summary of the activity in the Company's allowance for doubtful accounts at December 31, (in millions):
| |
Balance at Beginning of Period |
Additions Charged to Expense |
Deductions Amounts Written Off |
Balance at End of Period |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2013 |
$ | 7.9 | $ | 1.3 | $ | (1.3 | ) | $ | 7.9 | ||||
|
2012 |
5.6 | 3.0 | (0.7 | ) | 7.9 | ||||||||
|
2011 |
5.1 | 0.9 | (0.4 | ) | 5.6 | ||||||||
|
|||
Inventories consisted of the following at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Raw materials |
$ | 189.7 | $ | 199.0 | |||
|
Work-in-process |
196.5 | 197.0 | |||||
|
Finished goods |
155.3 | 160.5 | |||||
|
Demonstration units |
48.3 | 55.0 | |||||
| | | | | | | | |
|
Inventories |
$ | 589.8 | $ | 611.5 | |||
| | | | | | | | |
| | | | | | | | |
|
|||
The following is a summary of property, plant and equipment by major asset class at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Land |
$ | 34.9 | $ | 33.8 | |||
|
Building and leasehold improvements |
301.7 | 271.9 | |||||
|
Machinery, equipment, software and furniture and fixtures |
362.6 | 337.3 | |||||
| | | | | | | | |
|
|
699.2 | 643.0 | |||||
|
Less accumulated depreciation and amortization |
(399.7 | ) | (359.4 | ) | |||
| | | | | | | | |
|
Property, plant and equipment, net |
$ | 299.5 | $ | 283.6 | |||
| | | | | | | | |
| | | | | | | | |
|
|||
The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 (in millions):
|
Balance at December 31, 2011 |
$ | 100.2 | ||
|
Acquisitions |
10.5 | |||
|
Impairment |
(1.4 | ) | ||
|
Current period adjustments |
6.1 | |||
|
Foreign currency impact |
0.5 | |||
| | | | | |
|
Balance at December 31, 2012 |
115.9 | |||
|
Acquisitions |
9.2 | |||
|
Current period adjustments |
0.8 | |||
|
Foreign currency impact |
1.5 | |||
| | | | | |
|
Balance at December 31, 2013 |
$ | 127.4 | ||
| | | | | |
| | | | | |
The following is a summary of intangible assets at December 31, (in millions):
| |
2013 | 2012 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||||
|
Existing technology and related patents |
$ | 157.9 | $ | (68.2 | ) | $ | 89.7 | $ | 151.5 | $ | (47.6 | ) | $ | 103.9 | |||||
|
Customer relationships |
18.0 | (7.8 | ) | 10.2 | 15.3 | (7.9 | ) | 7.4 | |||||||||||
|
Trade names |
0.2 | (0.2 | ) | — | 0.2 | (0.2 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
|
Intangible assets subject to amortization |
176.1 | (76.2 | ) | 99.9 | 167.0 | (55.7 | ) | 111.3 | |||||||||||
|
In-process research and development |
5.7 | — | 5.7 | 5.7 | — | 5.7 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
|
Intangible assets |
$ | 181.8 | $ | (76.2 | ) | $ | 105.6 | $ | 172.7 | $ | (55.7 | ) | $ | 117.0 | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The estimated future amortization expense related to amortizable intangible assets at December 31, 2013 is as follows (in millions):
|
2014 |
$ | 21.0 | ||
|
2015 |
21.0 | |||
|
2016 |
20.5 | |||
|
2017 |
20.1 | |||
|
2018 |
12.9 | |||
|
Thereafter |
4.4 | |||
| | | | | |
|
Total |
$ | 99.9 | ||
| | | | | |
| | | | | |
|
|||
The following is a summary of other current liabilities at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Deferred revenue |
$ | 88.1 | $ | 82.5 | |||
|
Accrued compensation |
88.0 | 85.1 | |||||
|
Income taxes payable |
9.5 | 60.9 | |||||
|
Accrued warranty |
26.7 | 27.9 | |||||
|
Derivative liabilities |
0.6 | 0.5 | |||||
|
Other accrued expenses |
84.9 | 79.8 | |||||
| | | | | | | | |
|
Other current liabilities |
$ | 297.8 | $ | 336.7 | |||
| | | | | | | | |
| | | | | | | | |
The following table sets forth the changes in accrued warranty for the years ended December 31, 2013 and 2012 (in millions):
|
Balance at December 31, 2011 |
$ | 27.9 | ||
|
Accruals for warranties issued during the year |
15.7 | |||
|
Settlements of warranty claims |
(15.9 | ) | ||
|
Foreign currency impact |
0.2 | |||
| | | | | |
|
Balance at December 31, 2012 |
27.9 | |||
|
Accruals for warranties issued during the year |
15.6 | |||
|
Settlements of warranty claims |
(17.3 | ) | ||
|
Foreign currency impact |
0.5 | |||
| | | | | |
|
Balance at December 31, 2013 |
$ | 26.7 | ||
| | | | | |
| | | | | |
|
|||
The Company's debt obligations consist of the following as of December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
US Dollar revolving loan under the Amended Credit Agreement |
$ | 112.5 | $ | 93.0 | |||
|
US Dollar notes under the Note Purchase Agreement |
240.0 | 240.0 | |||||
|
Capital lease obligations and other loans |
2.5 | 4.2 | |||||
| | | | | | | | |
|
Total debt |
355.0 | 337.2 | |||||
|
Current portion of long-term debt |
(0.7 | ) | (1.3 | ) | |||
| | | | | | | | |
|
Total long-term debt, less current portion |
$ | 354.3 | $ | 335.9 | |||
| | | | | | | | |
| | | | | | | | |
The following is a summary of the maximum commitments and the net amounts available to the Company under the revolving loan arrangements at December 31, 2013 (in millions):
| |
Weighted Average Interest Rate |
Total Amount Committed by Lenders |
Outstanding Borrowings |
Outstanding Letters of Credit |
Total Amount Available |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amended Credit Agreement |
1.3 | % | $ | 250.0 | $ | 112.5 | $ | 0.6 | $ | 136.9 | ||||||
|
Other revolving loans |
— | 214.4 | — | 170.6 | 43.8 | |||||||||||
| | | | | | | | | | | | | | | | | |
|
Total revolving loans |
$ | 464.4 | $ | 112.5 | $ | 171.2 | $ | 180.7 | ||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Annual maturities of long-term debt outstanding at December 31, 2013 are as follows (in millions):
|
2014 |
$ | 0.7 | ||
|
2015 |
0.7 | |||
|
2016 |
113.2 | |||
|
2017 |
20.1 | |||
|
2018 |
0.1 | |||
|
Thereafter |
220.2 | |||
| | | | | |
|
Total |
$ | 355.0 | ||
| | | | | |
| | | | | |
|
|||
The Company had the following notional amounts outstanding under foreign currency contracts at December 31, (in millions):
|
Buy |
Notional Amount in Buy Currency |
Sell | Maturity | Notional Amount in U.S. Dollars |
Fair Value of Assets |
Fair Value of Liabilities |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
December 31, 2013: |
|||||||||||||||||
|
Euro |
40.4 | U.S. Dollars | January 2014 to March 2014 | 54.5 | 1.1 | — | |||||||||||
|
Swiss Francs |
37.9 | U.S. Dollars | January 2014 | 41.4 | 1.2 | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
|
|
$ | 95.9 | $ | 2.3 | $ | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
December 31, 2012: |
|||||||||||||||||
|
Euro |
1.2 | Australian Dollars | January 2013 to April 2013 | $ | 1.6 | $ | — | $ | — | ||||||||
|
Euro |
49.3 | U.S. Dollars | January 2013 to October 2013 | 64.0 | 1.2 | — | |||||||||||
|
Swiss Francs |
26.1 | U.S. Dollars | January 2013 | 27.9 | 0.6 | — | |||||||||||
|
U.S. Dollars |
0.8 | Mexican Pesos | January 2013 | 0.8 | — | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
|
|
$ | 94.3 | $ | 1.8 | $ | — | |||||||||||
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
The fair value of the derivative instruments described above are recorded in the consolidated balance sheets for the years ended December 31, 2013 and 2012 as follows (in millions):
| |
Balance Sheet Location | 2013 | 2012 | ||||||
|---|---|---|---|---|---|---|---|---|---|
|
Derivative assets: |
|||||||||
|
Foreign exchange contracts |
Other current assets | $ | 2.3 | $ | 1.8 | ||||
|
Embedded derivatives in purchase and delivery contracts |
Other current assets | 0.2 | 0.3 | ||||||
|
Fixed price commodity contracts |
Other current assets | 0.1 | — | ||||||
|
Derivative liabilities: |
|
||||||||
|
Embedded derivatives in purchase and delivery contracts |
Other current liabilities | 0.4 | 0.3 | ||||||
|
Fixed price commodity contracts |
Other current liabilities | — | 0.2 | ||||||
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 for the years ending December 31, are as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Foreign exchange contracts |
$ | 0.5 | $ | 6.0 | $ | (4.6 | ) | |||
|
Embedded derivatives |
(0.2 | ) | (0.2 | ) | 1.6 | |||||
|
Fixed price commodity contracts |
0.3 | — | — | |||||||
| | | | | | | | | | | |
|
Income (expense), net |
$ | 0.6 | $ | 5.8 | $ | (3.0 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
|||
The domestic and foreign components of income before taxes are as follows for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Domestic |
$ | (42.4 | ) | $ | (11.6 | ) | $ | (25.3 | ) | |
|
Foreign |
167.0 | 149.9 | 170.8 | |||||||
| | | | | | | | | | | |
|
|
$ | 124.6 | $ | 138.3 | $ | 145.5 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The components of the income tax provision are as follows for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Current income tax (benefit) expense: |
||||||||||
|
Federal |
$ | 0.2 | $ | 1.4 | $ | (0.6 | ) | |||
|
State |
0.2 | 0.9 | 0.2 | |||||||
|
Foreign |
35.0 | 69.5 | 56.7 | |||||||
| | | | | | | | | | | |
|
Total current income tax expense |
35.4 | 71.8 | 56.3 | |||||||
|
Deferred income tax (benefit): |
||||||||||
|
Federal |
(1.8 | ) | 1.2 | (3.8 | ) | |||||
|
State |
(0.6 | ) | — | (0.9 | ) | |||||
|
Foreign |
9.8 | (12.9 | ) | (0.1 | ) | |||||
| | | | | | | | | | | |
|
Total deferred income tax (benefit) |
7.4 | (11.7 | ) | (4.8 | ) | |||||
| | | | | | | | | | | |
|
Income tax provision |
$ | 42.8 | $ | 60.1 | $ | 51.5 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The income tax (benefit) provision differs from the tax provision computed at the U.S federal statutory rate due to the following significant components for the years ended December 31:
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Statutory tax rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||
|
Foreign tax rate differential |
(10.2 | ) | (7.2 | ) | (8.0 | ) | ||||
|
Permanent differences |
12.0 | 18.7 | 12.8 | |||||||
|
Tax contingencies |
(1.1 | ) | 3.0 | 6.1 | ||||||
|
Change in tax rates |
0.1 | (0.7 | ) | 0.2 | ||||||
|
Withholding taxes |
0.1 | 0.3 | — | |||||||
|
State income taxes, net of federal benefits |
0.1 | 0.3 | (0.3 | ) | ||||||
|
Purchase accounting |
0.8 | 0.9 | (3.0 | ) | ||||||
|
Tax credits |
(8.6 | ) | (9.5 | ) | (5.1 | ) | ||||
|
Other |
0.6 | 0.1 | (1.5 | ) | ||||||
|
Change in valuation allowance for unbenefitted losses |
5.5 | 2.6 | (0.8 | ) | ||||||
| | | | | | | | | | | |
|
Effective tax rate |
34.3 | % | 43.5 | % | 35.4 | % | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The tax effect of temporary items that give rise to significant portions of the deferred tax assets and liabilities are as follows as of December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Deferred tax assets: |
|||||||
|
Accounts receivable |
$ | 2.7 | $ | 1.3 | |||
|
Accrued expenses |
3.1 | 0.8 | |||||
|
Compensation |
10.7 | 8.6 | |||||
|
Investments |
0.5 | 0.8 | |||||
|
Deferred revenue |
4.1 | 2.2 | |||||
|
Net operating loss carryforwards |
11.4 | 10.6 | |||||
|
Capital loss carryforwards |
0.8 | — | |||||
|
Foreign tax and other tax credit carryforwards |
18.8 | 15.5 | |||||
|
Foreign statutory reserves |
— | 15.0 | |||||
|
Unrealized currency gain/loss |
4.5 | 4.8 | |||||
|
Warranty reserve |
2.0 | 3.1 | |||||
|
Other |
3.6 | 0.6 | |||||
| | | | | | | | |
|
Gross deferred tax assets |
62.2 | 63.3 | |||||
|
Less valuation allowance |
(42.4 | ) | (39.9 | ) | |||
| | | | | | | | |
|
Total deferred tax assets |
19.8 | 23.4 | |||||
| | | | | | | | |
|
Deferred tax liabilities: |
|||||||
|
Accounts receivable |
0.4 | 0.1 | |||||
|
Fixed assets |
2.1 | 2.8 | |||||
|
Foreign statutory reserves |
— | 5.8 | |||||
|
Investments |
0.2 | 0.3 | |||||
|
Inventory |
0.9 | 0.3 | |||||
|
Intangibles |
7.4 | 5.8 | |||||
|
Accrued expenses |
15.5 | 3.9 | |||||
|
Unrealized currency gain/loss |
4.2 | — | |||||
| | | | | | | | |
|
Total deferred tax liabilities |
30.7 | 19.0 | |||||
| | | | | | | | |
|
Net deferred tax liability |
$ | (10.9 | ) | $ | 4.4 | ||
| | | | | | | | |
| | | | | | | | |
A tabular reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
|
Gross unrecognized tax benefits at December 31, 2010 |
$ | 27.0 | ||
|
Gross increases—tax positions in prior periods |
5.5 | |||
|
Gross decreases—tax positions in prior periods |
(0.6 | ) | ||
|
Gross increases—current period tax positions |
3.1 | |||
|
Gross decreases—current period tax positions |
(0.4 | ) | ||
| | | | | |
|
Gross unrecognized tax benefits at December 31, 2011 |
34.6 | |||
|
Gross increases—tax positions in prior periods |
5.9 | |||
|
Gross decreases—tax positions in prior periods |
(2.2 | ) | ||
|
Gross increases—current period tax positions |
12.0 | |||
|
Settlements |
(4.6 | ) | ||
|
Lapse of statutes |
(3.6 | ) | ||
| | | | | |
|
Gross unrecognized tax benefits at December 31, 2012 |
42.1 | |||
|
Gross decreases—tax positions in prior periods |
(0.5 | ) | ||
|
Gross increases—current period tax positions |
0.7 | |||
|
Settlements |
(7.1 | ) | ||
|
Lapse of statutes |
(2.5 | ) | ||
| | | | | |
|
Gross unrecognized tax benefits at December 31, 2013 |
$ | 32.7 | ||
| | | | | |
| | | | | |
|
|||
The components of net periodic benefit costs for the years ended December 31, 2013, 2012 and 2011 were as follows:
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Components of net periodic benefit costs: |
||||||||||
|
Service cost |
$ | 5.5 | $ | 4.6 | $ | 5.5 | ||||
|
Interest cost |
4.1 | 4.8 | 4.9 | |||||||
|
Expected return on plan assets |
(3.8 | ) | (4.0 | ) | (4.1 | ) | ||||
|
Amortization of net loss |
2.2 | 1.1 | 1.3 | |||||||
| | | | | | | | | | | |
|
Net periodic benefit costs |
$ | 8.0 | $ | 6.5 | $ | 7.6 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Change in benefit obligation: |
|||||||
|
Benefit obligation at beginning of year |
$ | 185.5 | $ | 153.5 | |||
|
Service cost |
5.5 | 4.6 | |||||
|
Interest cost |
4.1 | 4.8 | |||||
|
Plan participant contributions |
3.7 | 3.4 | |||||
|
Plan curtailments |
(0.5 | ) | — | ||||
|
Benefits paid |
(6.6 | ) | (5.0 | ) | |||
|
Actuarial loss (gain) |
(13.1 | ) | 20.4 | ||||
|
Impact of foreign currency exchange rates |
4.5 | 3.8 | |||||
| | | | | | | | |
|
Benefit obligation at end of year |
183.1 | 185.5 | |||||
|
Change in plan assets: |
|||||||
|
Fair value of plan assets at beginning of year |
123.9 | 112.9 | |||||
|
Return on plan assets |
10.8 | 4.4 | |||||
|
Plan participant and employer contributions |
8.9 | 8.7 | |||||
|
Benefits paid |
(6.6 | ) | (5.0 | ) | |||
|
Impact of foreign currency exchange rates |
4.0 | 2.9 | |||||
| | | | | | | | |
|
Fair value of plan assets at end of year |
141.0 | 123.9 | |||||
| | | | | | | | |
|
Net funded status |
$ | (42.1 | ) | $ | (61.6 | ) | |
| | | | | | | | |
| | | | | | | | |
The following amounts were recognized in the accompanying consolidated balance sheets for the Company's defined benefit plans at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Current liabilities |
$ | (1.6 | ) | $ | (1.6 | ) | |
|
Non-current liabilities |
(40.5 | ) | (60.0 | ) | |||
| | | | | | | | |
|
Net benefit obligation |
$ | (42.1 | ) | $ | (61.6 | ) | |
| | | | | | | | |
| | | | | | | | |
The following pre-tax amounts were recognized in accumulated other comprehensive income for the Company's defined benefit plans at December 31, (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Reconciliation of amounts recognized in the consolidated balance sheets: |
|||||||
|
Net actuarial loss |
$ | (20.3 | ) | $ | (41.1 | ) | |
| | | | | | | | |
|
Accumulated other comprehensive loss |
(20.3 | ) | (41.1 | ) | |||
|
Accumulated contributions in excess of net periodic benefit cost |
(21.8 | ) | (20.5 | ) | |||
| | | | | | | | |
|
Net amount recognized |
$ | (42.1 | ) | $ | (61.6 | ) | |
| | | | | | | | |
| | | | | | | | |
The range of assumptions used to determine the projected benefit obligations for the years ended December 31, are as follows:
| |
2013 | 2012 | 2011 | |||
|---|---|---|---|---|---|---|
|
Discount rate |
0.7%-3.8% | 0.8%-4.1% | 1.1%-5.5% | |||
|
Expected return on plan assets |
3.0% | 3.5% | 3.4%-4.0% | |||
|
Expected rate of compensation increase |
1.0%-3.0% | 1.0%-3.8% | 1.0%-3.8% |
The fair value of the Company's pension plan assets at December 31, 2013 and 2012, by asset category and by level in the fair value hierarchy, is as follows (in millions):
|
December 31, 2013 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Plan Assets: |
|||||||||||||
|
Cash and cash equivalents (a) |
$ | 19.4 | $ | 19.4 | $ | — | $ | — | |||||
|
Debt securities: |
|||||||||||||
|
U.S. Corporate (b) |
1.4 | 1.4 | — | — | |||||||||
|
Foreign corporations (c) |
51.1 | 51.1 | — | — | |||||||||
|
Foreign governments (c) |
8.3 | 8.3 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
60.8 | 60.8 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Equity Securities: |
|||||||||||||
|
Foreign corporations (d) |
35.1 | 35.1 | — | — | |||||||||
|
U.S. corporations (d) |
5.3 | 5.3 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
40.4 | 40.4 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Real estate (e) |
14.4 | 14.4 | — | — | |||||||||
|
Mortgage and other asset-backed securities (f) |
6.0 | — | 6.0 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total plan assets |
$ | 141.0 | $ | 135.0 | $ | 6.0 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
December 31, 2012 |
Total | Quoted Prices in Active Markets Available (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Plan Assets: |
|||||||||||||
|
Cash and cash equivalents (a) |
$ | 12.1 | $ | 12.1 | $ | — | $ | — | |||||
|
Debt securities: |
|||||||||||||
|
U.S. Corporate (b) |
1.3 | 1.3 | — | — | |||||||||
|
Foreign corporations (c) |
43.3 | 43.3 | — | — | |||||||||
|
Foreign governments (c) |
7.5 | 7.5 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
52.1 | 52.1 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Equity Securities: |
|||||||||||||
|
Foreign corporations (d) |
31.4 | 31.4 | — | — | |||||||||
|
U.S. corporations (d) |
6.4 | 6.4 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
|
37.8 | 37.8 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Real estate (e) |
15.0 | 15.0 | — | — | |||||||||
|
Mortgage and other asset-backed securities (f) |
6.9 | — | 6.9 | — | |||||||||
| | | | | | | | | | | | | | |
|
Total plan assets |
$ | 123.9 | $ | 117.0 | $ | 6.9 | $ | — | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following benefit payments reflect future employee service as appropriate (in millions):
|
2014 |
$ | 3.8 | ||
|
2015 |
4.0 | |||
|
2016 |
4.6 | |||
|
2017 |
4.8 | |||
|
2018 |
5.3 | |||
|
2019-2023 |
34.0 |
|
|||
Future minimum lease payments under non-cancelable operating leases at December 31, 2013, for each of the next five years are as follows (in millions):
|
2014 |
$ | 20.7 | ||
|
2015 |
17.0 | |||
|
2016 |
13.2 | |||
|
2017 |
10.4 | |||
|
2018 |
8.7 | |||
|
Thereafter |
17.7 | |||
| | | | | |
|
Total |
$ | 87.7 | ||
| | | | | |
| | | | | |
|
|||
The following is a summary of the components of accumulated other comprehensive income, net of tax, at December 31, (in millions):
| |
Foreign Currency Translation |
Unrealized Losses on Derivatives |
Pension Liability Adjustment |
Accumulated Other Comprehensive Income |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Balance at December 31, 2010 |
$ | 175.8 | $ | (3.0 | ) | $ | (20.4 | ) | $ | 152.4 | |||
|
Other comprehensive income |
(14.7 | ) | (0.3 | ) | 1.6 | (13.4 | ) | ||||||
|
Realized loss on reclassification |
— | 2.2 | 1.3 | 3.5 | |||||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2011 |
161.1 | (1.1 | ) | (17.5 | ) | 142.5 | |||||||
|
Other comprehensive income (loss) |
9.2 | (0.2 | ) | (16.1 | ) | (7.1 | ) | ||||||
|
Realized loss on reclassification |
— | 1.3 | 1.1 | 2.4 | |||||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2012 |
170.3 | — | (32.5 | ) | 137.8 | ||||||||
|
Other comprehensive income |
27.3 | — | 15.0 | 42.3 | |||||||||
|
Realized loss on reclassification |
— | — | 2.3 | 2.3 | |||||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2013 |
$ | 197.6 | $ | — | $ | (15.2 | ) | $ | 182.4 | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
|||
The components of other charges, net for the years ended December 31, 2013, 2012 and 2011, were as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Acquisition-related charges |
$ | 3.6 | $ | (0.1 | ) | $ | 1.2 | |||
|
Transition-related charges incurred in connection with acquired businesses |
— | — | 3.0 | |||||||
|
Professional fees incurred in connection with internal investigation |
6.1 | 11.1 | 4.3 | |||||||
|
Factory relocation charges |
0.7 | 2.0 | — | |||||||
|
Restructuring charges |
18.2 | 0.5 | 1.0 | |||||||
|
Other charges, net |
— | 0.4 | 0.2 | |||||||
| | | | | | | | | | | |
|
|
$ | 28.6 | $ | 13.9 | $ | 9.7 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The following table sets forth the changes in the restructuring reserves for the years ended December 31, 2013 and 2012 (in millions):
| |
Total | Severance | Exit Costs | Provisions for Excess Inventory |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Balance at December 31, 2011 |
$ | 1.3 | $ | 0.9 | $ | 0.1 | $ | 0.3 | |||||
|
Restructuring charges |
0.5 | 0.2 | 0.3 | — | |||||||||
|
Cash payments |
(0.4 | ) | (0.2 | ) | (0.1 | ) | (0.1 | ) | |||||
|
Non-cash adjustments |
(0.2 | ) | — | — | (0.2 | ) | |||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2012 |
1.2 | 0.9 | 0.3 | — | |||||||||
|
Restructuring charges |
25.3 | 17.9 | 5.3 | 2.1 | |||||||||
|
Cash payments |
(15.4 | ) | (10.9 | ) | (4.5 | ) | — | ||||||
|
Non-cash adjustments |
(0.1 | ) | — | — | (0.1 | ) | |||||||
|
Foreign currency impact |
0.5 | 0.5 | — | — | |||||||||
| | | | | | | | | | | | | | |
|
Balance at December 31, 2013 |
$ | 11.5 | $ | 8.4 | $ | 1.1 | $ | 2.0 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
|
|||
The components of interest and other income (expense), net for the years ended December 31, 2013, 2012 and 2011, were as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Interest income |
$ | 1.0 | $ | 0.9 | $ | 1.0 | ||||
|
Interest expense |
(13.4 | ) | (14.3 | ) | (7.3 | ) | ||||
|
Exchange losses on foreign currency transactions |
(10.4 | ) | (6.8 | ) | (4.4 | ) | ||||
|
Gain on disposal of product line |
0.9 | 2.2 | — | |||||||
|
Other |
(1.7 | ) | 0.3 | 0.6 | ||||||
| | | | | | | | | | | |
|
Interest and other income (expense), net |
$ | (23.6 | ) | $ | (17.7 | ) | $ | (10.1 | ) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
|
|||
Selected business segment information is presented below for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Revenue: |
||||||||||
|
BSI |
$ | 1,709.5 | $ | 1,666.1 | $ | 1,554.1 | ||||
|
BEST |
147.4 | 136.2 | 113.4 | |||||||
|
Eliminations (a) |
(17.5 | ) | (10.9 | ) | (15.8 | ) | ||||
| | | | | | | | | | | |
|
Total revenue |
$ | 1,839.4 | $ | 1,791.4 | $ | 1,651.7 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Operating Income (Loss): |
||||||||||
|
BSI |
$ | 138.9 | $ | 140.8 | $ | 162.8 | ||||
|
BEST |
9.5 | 12.8 | (4.1 | ) | ||||||
|
Corporate, eliminations and other (b) |
(0.2 | ) | 2.4 | (3.1 | ) | |||||
| | | | | | | | | | | |
|
Total operating income |
$ | 148.2 | $ | 156.0 | $ | 155.6 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Total assets by segment as of and for the years ended December 31, are as follows (in millions):
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Assets: |
|||||||
|
BSI |
$ | 1,925.3 | $ | 1,786.2 | |||
|
BEST |
146.5 | 134.4 | |||||
|
Eliminations and other (a) |
(83.5 | ) | (64.2 | ) | |||
| | | | | | | | |
|
Total assets |
$ | 1,988.3 | $ | 1,856.4 | |||
| | | | | | | | |
| | | | | | | | |
Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Capital Expenditures: |
||||||||||
|
BSI |
$ | 44.9 | $ | 60.1 | $ | 52.3 | ||||
|
BEST |
5.4 | 12.7 | 9.3 | |||||||
| | | | | | | | | | | |
|
Total capital expenditures |
$ | 50.3 | $ | 72.8 | $ | 61.6 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
|
Depreciation and Amortization: |
||||||||||
|
BSI |
$ | 56.4 | $ | 54.6 | $ | 49.1 | ||||
|
BEST |
4.9 | 4.5 | 3.8 | |||||||
| | | | | | | | | | | |
|
Total depreciation and amortization |
$ | 61.3 | $ | 59.1 | $ | 52.9 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Revenue and property, plant and equipment by geographical area as of and for the year ended December 31, are as follows (in millions):
| |
2013 | 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Revenue: |
||||||||||
|
United States |
$ | 359.7 | $ | 377.2 | $ | 309.2 | ||||
|
Germany |
188.9 | 174.8 | 195.3 | |||||||
|
Rest of Europe |
583.7 | 531.3 | 490.2 | |||||||
|
Asia Pacific |
529.1 | 525.7 | 503.6 | |||||||
|
Other |
178.0 | 182.4 | 153.4 | |||||||
| | | | | | | | | | | |
|
Total revenue |
$ | 1,839.4 | $ | 1,791.4 | $ | 1,651.7 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
| |
2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|
|
Property, plant and equipment: |
|||||||
|
United States |
$ | 53.8 | $ | 53.7 | |||
|
Germany |
175.0 | 155.3 | |||||
|
Rest of Europe |
62.7 | 63.5 | |||||
|
Asia Pacific |
5.8 | 6.0 | |||||
|
Other |
2.2 | 5.1 | |||||
| | | | | | | | |
|
Total property, plant and equipment, net |
$ | 299.5 | $ | 283.6 | |||
| | | | | | | | |
| | | | | | | | |
|
|||
A summary of operating results for the quarterly periods in the years ended December 31, 2013 and 2012, is set forth below (in millions, except per share data):
| |
Quarter Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
March 31 | June 30 | September 30 | December 31 (1) | |||||||||
|
Year ended December 31, 2013 |
|||||||||||||
|
Net revenue |
$ | 393.4 | $ | 454.9 | $ | 439.0 | $ | 552.1 | |||||
|
Gross profit |
174.5 | 201.6 | 193.2 | 235.9 | |||||||||
|
Operating income |
12.2 | 43.5 | 31.5 | 61.0 | |||||||||
|
Net income attributable to Bruker Corporation |
5.4 | 22.9 | 16.6 | 35.2 | |||||||||
|
Net income per common share attributable to Bruker Corporation shareholders: |
|||||||||||||
|
Basic |
$ | 0.03 | $ | 0.14 | $ | 0.10 | $ | 0.21 | |||||
|
Diluted |
$ | 0.03 | $ | 0.14 | $ | 0.10 | $ | 0.21 | |||||
|
Year ended December 31, 2012 |
|||||||||||||
|
Net revenue |
$ | 405.6 | $ | 420.7 | $ | 447.8 | $ | 517.3 | |||||
|
Gross profit |
189.9 | 187.7 | 210.1 | 241.7 | |||||||||
|
Operating income |
34.4 | 22.1 | 60.3 | 39.2 | |||||||||
|
Net income attributable to Bruker Corporation |
15.1 | 9.9 | 39.7 | 12.8 | |||||||||
|
Net income per common share attributable to Bruker Corporation shareholders: |
|||||||||||||
|
Basic |
$ | 0.09 | $ | 0.06 | $ | 0.24 | $ | 0.08 | |||||
|
Diluted |
$ | 0.09 | $ | 0.06 | $ | 0.24 | $ | 0.08 | |||||
|
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