BRUKER CORP - Quarter Report: 2014 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

 

For the quarterly period ended March 31, 2014

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

 

For the transition period from                  to

 

Commission File Number 000-30833

 

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

 

 

40 Manning Road, Billerica, MA 01821

 (Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (978) 663-3660

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class		Outstanding at May 2, 2014
Common Stock, $0.01 par value per share		167,869,822 shares

 

 

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BRUKER CORPORATION

 

Quarterly Report on Form 10-Q

For the Quarter Ended March 31, 2014

 

Index

 

		Page
Part I	FINANCIAL INFORMATION	1
Item 1:	Unaudited Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013	1
	Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2014 and 2013	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013	3
	Notes to Unaudited Condensed Consolidated Financial Statements	4
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4:	Controls and Procedures	31
Part II	OTHER INFORMATION	31
Item 1:	Legal Proceedings	31
Item 1A:	Risk Factors	31
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3:	Defaults Upon Senior Securities	31
Item 4:	Mine Safety Disclosure	32
Item 5:	Other Information	32
Item 6:	Exhibits	32
	Signatures	33

 

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PART I                                                     FINANCIAL INFORMATION

 

ITEM 1.                                                UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

BRUKER CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

 

		March 31,			December 31,
		2014			2013
ASSETS
Current assets:
Cash and cash equivalents		$	454.0		$	438.7
Accounts receivable, net		295.0			307.6
Inventories		620.5			589.8
Other current assets		107.2			95.8
Total current assets		1,476.7			1,431.9
Property, plant and equipment, net		296.7			299.5
Intangibles, net and other long-term assets		254.3			256.9
Total assets		$	2,027.7		$	1,988.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt		$	0.7		$	0.7
Accounts payable		116.4			74.8
Customer advances		251.2			258.6
Other current liabilities		302.8			314.5
Total current liabilities		671.1			648.6
Long-term debt		354.1			354.3
Other long-term liabilities		134.2			135.2
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $0.01 par value 260,000,000 shares authorized, 167,910,179 and 167,619,039 shares issued and 167,869,822 and 167,579,204 shares outstanding at March 31, 2014 and December 31, 2013, respectively		1.7			1.7
Treasury stock, at cost, 40,357 and 39,835 shares at March 31, 2014 and December 31, 2013, respectively		(0.6		)	(0.6		)
Accumulated other comprehensive income		185.2			182.4
Other shareholders’ equity		676.3			662.6
Total shareholders’ equity attributable to Bruker Corporation		862.6			846.1
Noncontrolling interest in consolidated subsidiaries		5.7			4.1
Total shareholders’ equity		868.3			850.2
Total liabilities and shareholders’ equity		$	2,027.7		$	1,988.3

 

The accompanying notes are an integral part of these statements.

 

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BRUKER CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in millions, except per share data)

 

		Three Months Ended March 31,
		2014			2013
Product revenue		$	366.1		$	339.3
Service revenue		57.0			53.5
Other revenue		0.6			0.6
Total revenue		423.7			393.4
Cost of product revenue		207.1			185.3
Cost of service revenue		36.9			33.6
Total cost of revenue		244.0			218.9
Gross profit		179.7			174.5
Operating expenses:
Selling, general and administrative		109.5			106.8
Research and development		46.0			49.4
Other charges, net		3.6			6.1
Total operating expenses		159.1			162.3
Operating income		20.6			12.2
Interest and other income (expense), net		(4.9		)	(3.9		)
Income before income taxes and noncontrolling interest in consolidated subsidiaries		15.7			8.3
Income tax provision		5.7			2.6
Consolidated net income		10.0			5.7
Net income attributable to noncontrolling interest in consolidated subsidiaries		1.3			0.3
Net income attributable to Bruker Corporation		$	8.7		$	5.4
Net income per common share attributable to
Bruker Corporation shareholders:
Basic and diluted		$	0.05		$	0.03
Weighted average common shares outstanding:
Basic		167.3			166.4
Diluted		169.4			168.1
Comprehensive income (loss)		$	13.1		$	(22.9	)
Less: Comprehensive income attributable to noncontrolling interests		1.6			0.3
Comprehensive income (loss) attributable to Bruker Corporation		$	11.5		$	(23.2	)

 

The accompanying notes are an integral part of these statements.

 

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BRUKER CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

 

		Three Months Ended March 31,
		2014			2013
Cash flows from operating activities:
Consolidated net income		$	10.0		$	5.7
Adjustments to reconcile consolidated net income to cash flows from operating activities:
Depreciation and amortization		15.2			15.2
Write-down of demonstration inventories to net realizable value		7.6			7.8
Stock-based compensation expense		2.0			1.8
Deferred income taxes		0.3			(2.6		)
Other non-cash expenses, net		0.7			(1.2		)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		12.8			8.7
Inventories		(38.0		)	(37.0		)
Accounts payable and accrued expenses		21.9			(7.8		)
Income taxes payable		2.0			(4.0		)
Deferred revenue		5.0			2.9
Customer advances		(7.6		)	3.7
Other changes in operating assets and liabilities, net		(13.4		)	(11.4		)
Net cash provided by (used in) operating activities		18.5			(18.2		)
Cash flows from investing activities:
Purchases of property, plant and equipment		(9.2		)	(14.6		)
Sales of property, plant and equipment		0.6			0.6
Disposal of product line		0.7			0.5
Cash paid for acquisitions, net of cash acquired		—			(0.8		)
Net cash used in investing activities		(7.9		)	(14.3		)
Cash flows from financing activities:
Repayment of other debt, net		(0.2		)	(0.7		)
Proceeds from issuance of common stock, net		3.0			4.1
Changes in restricted cash		(0.3		)	(3.1		)
Net cash provided by financing activities		2.5			0.3
Effect of exchange rate changes on cash and cash equivalents		2.2			(9.0		)
Net change in cash and cash equivalents		15.3			(41.2		)
Cash and cash equivalents at beginning of period		438.7			310.6
Cash and cash equivalents at end of period		$	454.0		$	269.4

 

The accompanying notes are an integral part of these statements.

 

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BRUKER CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

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 three months ended March 31, 2014, and Bruker Energy & Supercon Technologies (BEST), which represents the remainder of the Company’s revenues.  Within BSI, the Company is organized into three operating segments: the Bruker BioSpin Group, the Bruker CALID Group and the Bruker 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 sold 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.  Bruker CALID also designs, manufactures and distributes 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, 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 (μCT), atomic force microscopy (AFM), stylus and optical metrology (SOM) and fluorescence microscopy (FM), and also include 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.

 

The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States

 

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(“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial information presented herein does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.

 

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

 

At March 31, 2014, the Company’s significant accounting policies and estimates, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, have not changed.

 

2.              Stock-Based Compensation

 

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

 

		Three Months Ended March 31,
		2014			2013
Stock options		$	1.6		$	1.6
Restricted stock		0.4			0.2
Total stock-based compensation		$	2.0		$	1.8

 

Stock-based compensation expense is amortized on a straight-line basis over the underlying vesting terms of the stock-based award. Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to five years. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions regarding volatility, expected life, dividend yield and risk-free interest rates are required for the Black-Scholes model and are presented in the table below:

 

		2014		2013
Risk-free interest rates		1.81% - 2.04%		1.22% - 1.43%
Expected life		6.0 - 6.3 years		6.5 years
Volatility		55.5% - 56.2%		54.9%
Expected dividend yield		0.0%		0.0%

 

Bruker Corporation Stock Plan

 

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

 

Stock option activity for the three months ended March 31, 2014 was as follows:

 

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		Shares Subject to Options		Weighted Average Option Price			Weighted Average Remaining Contractual Term (Yrs)		Aggregate Intrinsic Value (in millions) (b)
Outstanding at December 31, 2013		4,877,564		$	13.12
Granted		99,200		19.52
Exercised		(291,140	)	10.28
Forfeited		(86,713	)	14.42
Outstanding at March 31, 2014		4,598,911		$	13.41		6.3		$	47.2
Exercisable at March 31, 2014		2,618,211		$	10.92		4.6		$	34.3
Excercisable and expected to vest at March 31, 2014 (a)		4,460,262		$	13.31		6.2		$	45.5

 

(a)         In addition to the options that are vested at March 31, 2014, the Company expects a portion of the unvested options to vest in the future. Options expected to vest in the future are determined by applying an estimated forfeiture rate to the options that are unvested as of March 31, 2014.

(b)         The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $22.79 on March 31, 2014, or the date of exercises, as appropriate, and the exercise price of the underlying stock options.

 

Restricted stock activity for the three months ended March 31, 2014 was as follows:

 

		Shares Subject to Restriction		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013		357,948		$	16.65
Vested		(1,375	)	16.57
Outstanding at March 31, 2014		356,573		$	16.65

 

At March 31, 2014, the Company expects to recognize pre-tax stock-based compensation expense of $15.0 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.5 years. In addition, the Company expects to recognize additional pre-tax stock-based compensation expense of $4.5 million associated with outstanding restricted stock awards granted under the Company’s stock plans over the weighted average remaining service period of 3.0 years.

 

3.              Earnings Per Share

 

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

 

The following table sets forth the computation of basic and diluted average shares outstanding (in millions, except per share amounts):

 

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		Three Months Ended March 31,
		2014			2013
Net income attributable to Bruker Corporation, as reported		$	8.7		$	5.4
Weighted average shares outstanding:
Weighted average shares outstanding-basic		167.3			166.4
Effect of dilutive securities:
Stock options and restricted stock		2.1			1.7
		169.4			168.1
Net income per common share attributable to Bruker Corporation shareholders:
Basic and diluted		$	0.05		$	0.03

 

Stock options to purchase 0.1 million shares were excluded from the computation of diluted earnings per share in the three months ended March 31, 2014 and 2013 as their effect would have been anti-dilutive.

 

4.              Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

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

 

The following table sets forth the Company’s financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at March 31, 2014 and December 31, 2013 (in millions):

 

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March 31, 2014		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		2.8			2.8			—			—
Foreign exchange contracts		1.7			—			1.7			—
Embedded derivatives in purchase and delivery contracts		0.2			—			0.2			—
Long-term restricted cash		4.1			4.1			—			—
Total assets recorded at fair value		$	15.6		$	13.7		$	1.9		$	—
Liabilities:
Contingent consideration		$	7.0		$	—		$	—		$	7.0
Embedded derivatives in purchase and delivery contracts		0.4			—			0.4			—
Fixed price commodity contracts		0.1			—			0.1			—
Total liabilities recorded at fair value		$	7.5		$	—		$	0.5		$	7.0

 

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

 

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 fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was $245.3 million and $244.1 million at March 31, 2014 and December 31, 2013, respectively, based on market and observable sources with similar maturity dates.

 

Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or

 

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liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets or liabilities, which originated during the three months ended March 31, 2014.

 

As part of certain acquisitions in 2013, 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. Total contingent consideration liabilities were $7.0 million as of March 31, 2014 and December 31, 2013. There were no changes to the fair value of the contingent consideration recognized in earnings for the three months ended March 31, 2014.

 

5.             Inventories

 

Inventories consisted of the following (in millions):

 

		March 31,			December 31,
		2014			2013
Raw materials		$	202.3		$	189.7
Work-in-process		198.3			196.5
Finished goods		170.0			155.3
Demonstration units		49.9			48.3
Inventories		$	620.5		$	589.8

 

Finished goods include in-transit systems that have been shipped to the Company’s customers, but not yet installed and accepted by the customer. As of March 31, 2014 and December 31, 2013, inventory-in-transit was $86.4 million and $81.9 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 $7.6 million and $7.8 million for the three months ended March 31, 2014 and 2013, respectively.

 

6.              Goodwill and Other Intangible Assets

 

As of March 31, 2014, the carrying amount of goodwill was $127.4 million and there were no changes from December 31, 2013. Goodwill is not amortized, instead, goodwill is tested for impairment on a reporting unit basis annually, or on an interim basis when events or changes in circumstances warrant. The Company did not identify any indicators of impairment during the three months ended March 31, 2014 that would warrant an interim test.

 

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

 

		March 31, 2014									December 31, 2013
		Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Existing technology and related patents		$	156.6		$	(71.5	)	$	85.1		$	157.9		$	(68.2	)	$	89.7
Customer relationships		19.2			(9.5		)	9.7			18.0			(7.8		)	10.2
Trade names		0.2			(0.2		)	—			0.2			(0.2		)	—
Intangible assets subject to amortization		176.0			(81.2		)	94.8			176.1			(76.2		)	99.9
In-process research and development		5.7			—			5.7			5.7			—			5.7
Intangible assets		$	181.7		$	(81.2	)	$	100.5		$	181.8		$	(76.2	)	$	105.6

 

 

For the three months ended March 31, 2014 and 2013, the Company recorded amortization expense of $5.2 million and $5.1 million, respectively, related to intangible assets subject to amortization.

 

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7.              Debt

 

The Company’s debt obligations consisted of the following (in millions):

 

		March 31,			December 31,
		2014			2013
US Dollar revolving loan under the Amended Credit Agreement		$	112.5		$	112.5
US Dollar notes under the Note Purchase Agreement		240.0			240.0
Capital lease obligations and other loans		2.3			2.5
Total debt		354.8			355.0
Current portion of long-term debt		(0.7		)	(0.7		)
Total long-term debt, less current portion		$	354.1		$	354.3

 

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 March 31, 2014, 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 under 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 net amounts available to the Company under revolving loans as of March 31, 2014 (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		$	0.5		$	137.0
Other revolving loans		—		212.8			—			161.5			51.3
Total revolving loans				$	462.8		$	112.5		$	162.0		$	188.3

 

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 applicable 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:

 

· $20 million 3.16% Series 2012A Senior Notes, Tranche A, due January 18, 2017;

 

· $15 million 3.74% Series 2012A Senior Notes, Tranche B, due January 18, 2019;

 

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· $105 million 4.31% Series 2012A Senior Notes, Tranche C, due January 18, 2022; and

 

· $100 million 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024.

 

Under the terms of the Note Purchase Agreement, the Company may issue and sell additional senior notes up to an aggregate principal amount of $600 million, subject to certain conditions. Interest on the Senior Notes is payable semi-annually on January 18 and July 18 of each year. The Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s direct and indirect subsidiaries. The Senior Notes rank pari passu in right of repayment with the Company’s other senior unsecured indebtedness. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the original aggregate principal amount of the Senior Notes to be prepaid, at a price equal to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable make-whole amount, upon not less than 30 and no more than 60 days written notice to the holders of the Senior Notes. In the event of a change in control of the Company, as defined in the Note Purchase Agreement, the Company may be required to prepay the 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 default, any holder of Senior Notes affected thereby may declare all Senior Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Senior Notes may declare all the Senior Notes to be due and payable immediately. Pursuant to the Note Purchase Agreement, so long as any Senior Notes are outstanding the Company will not permit (i) its leverage ratio, as determined pursuant to the Note Purchase Agreement, as of the end of any fiscal quarter to exceed 3.50 to 1.00, (ii) its interest coverage ratio as determined pursuant to the Note Purchase Agreement as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1 or (iii) priority debt at any time to exceed 25% of consolidated net worth, as determined pursuant to the Note Purchase Agreement.

 

As of March 31, 2014, the Company was in compliance with the covenants of the Note Purchase Agreement.

 

8.              Derivative Instruments and Hedging Activities

 

Interest Rate Risks

 

The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related short-term market rates. The most significant component of the Company’s interest rate risk relates to amounts outstanding under the Amended Credit Agreement, which totaled $112.5 million at March 31, 2014. The Company currently has a higher level of fixed 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 as of March 31, 2014 and December 31, 2013 (in millions):

 

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Buy		Notional Amount in Buy Currency		Sell		Maturity		Notional Amount in U.S. Dollars			Fair Value of Assets			Fair Value of Liabilities
March 31, 2014:
Euro		37.8		U.S. Dollars		April 2014 to June 2014		$	51.4		$	0.6		$	—
Swiss Francs		38.0		U.S. Dollars		April 2014		41.8			1.1			—
								$	93.2		$	1.7		$	—
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		$	—

 

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 $15.8 million for the delivery of products and $12.6 million for the purchase of products at March 31, 2014 and $21.7 million for the delivery of products and $9.5 million for the purchase of products at December 31, 2013. The changes in the fair value of these embedded derivatives are recorded as foreign currency exchange gains/losses in interest and other income (expense), net in the condensed 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 superconductors, the Company enters into commodity hedge contracts. At March 31, 2014 and December 31, 2013, the Company had fixed price commodity contracts with notional amounts aggregating $2.3 million and $3.4 million, respectively. The changes in the fair value of these commodity contracts are recorded in interest and other income (expense), net in the condensed consolidated statements of income and comprehensive income.

 

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

 

				March 31,			December 31,
		Balance Sheet Location		2014			2013
Derivative assets:
Foreign exchange contracts		Other current assets		$	1.7		$	2.3
Embedded derivatives in purchase and delivery contracts		Other current assets		0.2			0.2
Fixed price commodity contracts		Other current assets		—			0.1
Derivative liabilities:
Embedded derivatives in purchase and delivery contracts		Other current liabilities		$	0.4		$	0.4
Fixed price commodity contracts		Other current liabilities		0.1			—

 

The impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments not designated as hedging instruments are as follows (in millions):

 

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		Three Months Ended March 31,
		2014			2013
Foreign exchange contracts		$	(0.6	)	$	(5.3	)
Embedded derivatives		—			0.7
Fixed price commodity contracts		(0.2		)	—
Income (expense), net		$	(0.8	)	$	(4.6	)

 

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

 

9.              Provision for Income Taxes

 

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

 

The income tax provision for the three months ended March 31, 2014 and 2013 was $5.7 million and $2.6 million, respectively, representing effective tax rates of 36.3% and 31.3%, respectively. The Company’s effective tax rate may change over time as the amount or mix of income and taxes changes amongst the jurisdictions in which the Company is subject to tax.

 

As of March 31, 2014 and December 31, 2013, the Company has unrecognized tax benefits, excluding penalties and interest, of approximately $34.2 million and $32.7 million, respectively, of which $14.7 million and $14.1 million, if recognized, would result in a reduction of the Company’s effective tax rate. The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of March 31, 2014 and December 31, 2013, approximately $4.0 million and $3.8 million, respectively, of accrued interest and penalties related to uncertain tax positions was included in other long-term liabilities on the unaudited condensed consolidated balance sheets. No penalties and interest related to unrecognized tax benefits were recorded in the provision for income taxes during the three months ended March 31, 2014. Penalties and interest related to unrecognized tax benefits of $0.3 million were recorded during the three months ended March 31, 2013.

 

The Company files tax returns in the United States, which include federal, state and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the United States and Switzerland to be its significant tax jurisdictions.  The tax years 2009 to 2013 are open tax years in these significant jurisdictions.  During the three months ended March 31, 2014, the Company settled a tax audit in the United States for the tax year 2010. The settlement was immaterial to the condensed consolidated financial statements. Tax years 2011 to 2013 remain open for examination in the United States.

 

10.       Commitments and Contingencies

 

Legal

 

Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company. The Company believes the outcome of these proceedings, individually and in the aggregate, will not have a material impact on the Company’s financial position or results of operations. As of March 31, 2014 and December 31, 2013, accruals recorded for such potential contingencies were immaterial to the condensed consolidated financial statements.

 

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.

 

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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 March 31, 2014 and December 31, 2013, the Company had bank guarantees of $162.0 million and $171.2 million, respectively, for its customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered 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.

 

11.       Accumulated Other Comprehensive Income

 

Comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are included in other comprehensive income, but excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity, net of tax. The Company’s other comprehensive income is composed primarily of foreign currency translation adjustments, changes in the funded status of defined benefit pension plans and changes in the fair value of derivatives that have been designated as cash flow hedges. The following is a summary of comprehensive income (loss) (in millions):

 

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		Three Months Ended March 31,
		2014			2013
Consolidated net income		$	10.0		$	5.7
Foreign currency translation adjustments		2.9			(29.6		)
Pension liability adjustments		(0.1		)	1.0
Other		0.3			—
Net comprehensive income (loss)		13.1			(22.9		)
Less: Comprehensive income attributable to noncontrolling interests		1.6			0.3
Comprehensive income (loss) attributable to
Bruker Corporation		$	11.5		$	(23.2	)

 

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax, at March 31, 2014 (in millions):

 

		Foreign Currency Translation			Pension Liability Adjustment			Accumulated Other Comprehensive Income
Balance at December 31, 2013		$	197.6		$	(15.2	)	$	182.4
Other comprehensive income (loss)		2.9			(0.1		)	2.8
Balance at March 31, 2014		$	200.5		$	(15.3	)	$	185.2

 

12.       Noncontrolling Interests

 

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

 

		Three Months Ended March 31,
		2014			2013
Balance at beginning of period		$	4.1		$	3.1
Net income		1.3			0.3
Other		0.3			—
Balance at end of period		$	5.7		$	3.4

 

13.       Other Charges, net

 

The components of other charges, net were as follows (in millions):

 

		Three Months Ended March 31,
		2014			2013
Professional fees incurred in connection with internal investigation		$	2.2		$	2.2
Acquisition-related charges		0.6			0.4
Restructuring charges		0.2			3.2
Information technology transformation costs		0.6			—
Factory relocation costs		—			0.3
Other charges		$	3.6		$	6.1

 

Beginning in the fourth quarter of 2012 and continuing in 2013 and 2014, the Company commenced productivity improvement initiatives at both BSI and BEST in an effort to better optimize its operations.  These restructuring initiatives

 

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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 three month period ended March 31, 2014 of $2.4 million related to these initiatives, all within BSI.  For the three months ended March 31, 2014, the charges consisted of $1.4 million of severance costs and $1.0 million of exit related costs, such as professional service and facility exit charges.  The Company has recorded $2.2 million of the restructuring charges as a component of Cost of Revenue and $0.2 million as a component of Other Charges, net in the condensed consolidated statement of income and comprehensive income. The Company expects to record additional charges of approximately $3-4 million during the remainder of 2014 and 2015, consisting mainly of severance costs, in connection with these initiatives.

 

The following table sets forth the changes in the restructuring reserves for the three months ended March 31, 2014 (in millions):

 

		Total		Severance		Exit Costs		Provisions for Excess Inventory
Balance at December 31, 2013		$11.5		$8.4		$1.1		$2.0
Restructuring charges		2.4		1.4		1.0		—
Cash payments		(6.5	)	(5.1	)	(1.3	)	(0.1	)
Non-cash adjustments		(0.3	)	—		(0.3	)	—
Balance at March 31, 2014		$7.1		$4.7		$0.5		$1.9

 

14.       Interest and Other Income (Expense), Net

 

The components of interest and other income (expense), net, were as follows (in millions):

 

		Three Months Ended March 31,
		2014			2013
Interest expense, net		$	(3.0	)	$	(3.1	)
Exchange losses on foreign currency transactions		(1.6		)	(0.4		)
Gain on disposal of product line		0.3			0.9
Other		(0.6		)	(1.3		)
Interest and other income (expense), net		$	(4.9	)	$	(3.9	)

 

15.       Business Segment Information

 

The Company has two reporting segments, BSI and BEST, as discussed in Footnote 1 to the condensed consolidated financial statements.

 

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

 

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