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1.Description of Business
Bruker Corporation, together with its consolidated subsidiaries (“Bruker” or the “Company”), develops, manufactures and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular and cellular levels. Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. The Company’s products address the rapidly evolving needs of a diverse array of customers in life science research, pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro diagnostics, nanotechnology and materials science research.
The Company has two reportable segments, Bruker Scientific Instruments (BSI), which represented approximately 90% and 93% of the Company’s revenues during the three months ended March 31, 2017 and 2016, respectively, and Bruker Energy & Supercon Technologies (BEST), which represented the remainder of the Company’s revenues. Within BSI, the Company is organized into three operating segments: the Bruker BioSpin Group, the Bruker CALID Group and the Bruker Nano Group. For financial reporting purposes, the Bruker BioSpin, Bruker CALID and Bruker Nano operating segments are aggregated into the BSI reportable segment because each has similar economic characteristics, production processes, service offerings, types and classes of customers, methods of distribution and regulatory environments.
Bruker BioSpin — The Bruker BioSpin Group manufactures and distributes enabling life science tools based on magnetic resonance technology. The majority of the Bruker BioSpin Group’s revenues are generated by academic and government research customers. Other customers include pharmaceutical and biotechnology companies and nonprofit laboratories, as well as chemical, food and beverage, clinical and polymer companies.
Bruker CALID (Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection) — The Bruker CALID Group designs, manufactures and distributes life science mass spectrometry and ion mobility spectrometry systems, infrared spectroscopy and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection in emergency response, homeland security and defense applications, and analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies. Customers of the Bruker CALID Group include pharmaceutical, biotechnology and diagnostics companies, contract research organizations, academic institutions, medical schools, nonprofit or for-profit forensics, agriculture, food and beverage safety, environmental and clinical microbiology laboratories, hospitals and government departments and agencies.
Bruker Nano — The Bruker Nano Group designs, manufactures and distributes advanced X-ray instruments, atomic force microscopy instrumentation, advanced fluorescence optical microscopy instruments, analytical tools for electron microscopes and X-ray metrology, defect-detection equipment for semiconductor process control, handheld, portable and mobile X-ray fluorescence spectrometry instruments and spark optical emission spectroscopy systems. Customers of the Bruker Nano Group include biotechnology and pharmaceutical companies, academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies and other businesses involved in materials analysis.
The Company’s BEST reportable segment develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare and “big science” research. The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research and other applications, as well as ceramic high temperature superconductors primarily for energy grid and magnet applications.
The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 2017 and December 31, 2016, and for the three months ended March 31, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial information presented herein does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.
At March 31, 2017, 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, 2016, have not changed.
In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-18, Statement of Cash Flows, Restricted Cash, requiring restricted cash and restricted cash equivalents to be included with cash and cash equivalents on the statement of cash flows when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company adopted this standard during the first quarter of 2017. Restricted cash is now included as a component of cash, cash equivalents, and restricted cash on the Company’s unaudited condensed consolidated statement of cash flows. The Company has certain subsidiaries which are required by local governance to maintain restricted cash balances to cover future employee benefit payments. 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. The current and non-current portion of restricted cash is recorded within other current assets and other long-term assets, respectively, in the accompanying consolidated balance sheets. The inclusion of restricted cash increased the beginning balances of the unaudited condensed consolidated statement of cash flows by $3.4 million and $4.2 million, respectively, and the ending balances by $3.2 million and $4.4 million, respectively, for the three months ended March 31, 2017 and 2016.
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2.Acquisitions
On January 23, 2017, the Company acquired 100% of the the shares of Hysitron, Incorporated (Hysitron). The acquisition adds Hysitron’s nanomechanical testing instruments to the Company’s existing portfolio of atomic force microscopes, surface profilometers, and tribology and mechanical testing systems. Hysitron is included in the Bruker Nano Group within the BSI reportable segment. The acquisition of Hysitron was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition of Hysitron were as follows (in millions):
|
Consideration Transferred: |
|
|
|
|
|
Cash paid |
|
$ |
27.9 |
|
|
Cash acquired |
|
(0.7 |
) |
|
|
Contingent consideration |
|
1.6 |
|
|
|
|
|
|
|
|
|
Total consideration transferred |
|
$ |
28.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of Consideration Transferred: |
|
|
|
|
|
Accounts receivable, net |
|
$ |
3.0 |
|
|
Inventories |
|
3.8 |
|
|
|
Other current assets |
|
0.2 |
|
|
|
Property, plant and equipment |
|
0.6 |
|
|
|
Intangible assets: |
|
|
|
|
|
Customer relationships |
|
5.8 |
|
|
|
Existing technology |
|
4.7 |
|
|
|
Trade name |
|
1.2 |
|
|
|
Other |
|
0.6 |
|
|
|
Goodwill |
|
16.6 |
|
|
|
Deferred taxes, net |
|
(4.1 |
) |
|
|
Capital Lease |
|
(0.2 |
) |
|
|
Liabilities assumed |
|
(3.4 |
) |
|
|
|
|
|
|
|
|
Total consideration transferred |
|
$ |
28.8 |
|
|
|
|
|
|
|
The fair value allocation included contingent consideration in the amount of $1.6 million, which represented the estimated fair value of future payments to the former shareholders of Hysitron based on achieving annual revenue targets for the years 2017-2018. The maximum potential future payments related to the contingent consideration is $10 million. As of March 31, 2017, certain amounts relating to the tax related matters and the valuation of intangibles have not been finalized. The finalization of these amounts is expected within the measurement period and may result in changes to goodwill. The Company expects to complete the fair value allocation in the second quarter of 2017. The amortization period for intangible assets acquired in connection with Hysitron is 7 years for customer relationships, trademarks and other intangibles and 5 years for existing technology.
The results of Hysitron, including the amount allocated to goodwill that is attributable to expected synergies and not expected to be deductible for tax purposes, have been included in the BSI Segment from the date of acquisition. Pro forma financial information reflecting the acquisition of Hysitron has not been presented because the impact on revenues, net income and total assets is not material.
In the three months ended March 31, 2017, the Company completed various acquisitions that collectively complemented the Company’s existing product offerings and added aftermarket and software capabilities to the Company’s existing microbiology business. The impact of these acquisitions on revenues, net income and total assets was not material.
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3.Stock-Based Compensation
On May 14, 2010, the Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”) was approved by the Company’s stockholders. The 2010 Plan provided for the issuance of up to 8,000,000 shares of the Company’s common stock. The 2010 Plan allowed a committee of the Board of Directors (the “Compensation Committee”) to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee had the authority to determine which employees would receive the awards, the amount of the awards and other terms and conditions of any awards. Awards granted under the 2010 Plan typically were made subject to a vesting period of three to five years.
On May 20, 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s stockholders. With the approval of the 2016 Plan, no further grants will be made under the 2010 Plan. The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company’s common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. Awards granted under the 2016 Plan typically vest over a period of one to four years.
The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Stock options |
|
$ |
1.7 |
|
$ |
1.8 |
|
|
Restricted stock awards |
|
0.3 |
|
0.4 |
|
||
|
Restricted stock units |
|
0.6 |
|
— |
|
||
|
|
|
|
|
|
|
||
|
Total stock-based compensation |
|
$ |
2.6 |
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Costs of product revenue |
|
$ |
0.4 |
|
$ |
0.3 |
|
|
Selling, general and administrative |
|
1.8 |
|
1.6 |
|
||
|
Research and development |
|
0.4 |
|
0.3 |
|
||
|
|
|
|
|
|
|
||
|
Total stock-based compensation |
|
$ |
2.6 |
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense is recognized on a straight-line basis over the underlying requisite service period of the stock-based award.
Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions for the three months ended March 31, 2017 and 2016 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:
|
|
|
2017 |
|
2016 |
|
|
Risk-free interest rates |
|
2.02% - 2.09% |
|
1.32% - 2.05% |
|
|
Expected life |
|
5.56 years |
|
5.75 - 7.02 years |
|
|
Volatility |
|
33.97% - 34.13% |
|
34.39% - 41.60% |
|
|
Expected dividend yield |
|
0.67% - 0.74% |
|
0% - 0.63% |
|
Stock option activity for the three months ended March 31, 2017 was as follows:
|
|
|
Shares Subject |
|
Weighted |
|
Weighted |
|
Aggregate |
|
||
|
Outstanding at December 31, 2016 |
|
4,625,678 |
|
$ |
18.73 |
|
|
|
|
|
|
|
Granted |
|
10,430 |
|
22.80 |
|
|
|
|
|
||
|
Exercised |
|
(83,829 |
) |
14.41 |
|
|
|
|
|
||
|
Forfeited |
|
(69,772 |
) |
17.73 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Outstanding at March 31, 2017 |
|
4,482,507 |
|
$ |
18.83 |
|
6.5 |
|
$ |
20.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Exercisable at March 31, 2017 |
|
2,304,015 |
|
$ |
16.42 |
|
5.0 |
|
$ |
16.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Exercisable and expected to vest at March 31, 2017 (a) |
|
4,336,330 |
|
$ |
18.75 |
|
6.4 |
|
$ |
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
In addition to the options that are vested at March 31, 2017, 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, 2017. |
|
(b) |
The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $23.33 on March 31, 2017, or the date of exercises, as appropriate, and the exercise price of the underlying stock options. |
The weighted average fair value of options granted was $7.40 and $9.98 per share for the three months ended March 31, 2017 and 2016, respectively.
The total intrinsic value of options exercised was $0.8 million and $7.5 million for the three months ended March 31, 2017 and 2016, respectively.
Restricted stock award activity for the three months ended March 31, 2017 was as follows:
|
|
|
Shares Subject |
|
Weighted |
|
|
|
Outstanding at December 31, 2016 |
|
172,506 |
|
$ |
19.37 |
|
|
Vested |
|
(3,276 |
) |
24.80 |
|
|
|
Forfeited |
|
(4,053 |
) |
22.46 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2017 |
|
165,177 |
|
$ |
19.19 |
|
|
|
|
|
|
|
|
|
The total fair value of restricted stock vested was $0.1 million for the three months ended March 31, 2017, with no corresponding amount in the comparable period in 2016.
Restricted stock unit activity for the three months ended March 31, 2017 was as follows:
|
|
|
Shares Subject |
|
Weighted |
|
|
|
Outstanding at December 31, 2016 |
|
262,317 |
|
$ |
22.32 |
|
|
Granted |
|
53,581 |
|
21.91 |
|
|
|
Forfeited |
|
(9,199 |
) |
22.19 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2017 |
|
306,699 |
|
$ |
22.25 |
|
|
|
|
|
|
|
|
|
No restricted stock units vested in the three months ended March 31, 2017 or 2016.
At March 31, 2017, the Company expects to recognize pre-tax stock-based compensation expense of $12.8 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.44 years. The Company expects to recognize additional pre-tax stock-based compensation expense of $2.1 million associated with outstanding restricted stock awards granted under the Company’s stock plans over the weighted average remaining service period of 1.94 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $5.5 million associated with outstanding restricted stock units granted under the 2016 Plan over the weighted average remaining service period of 3.12 years.
In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment Accounting. The new standard simplifies accounting for share-based payment transactions, including income tax consequences and the classification of the tax impact on the statement of cash flows. The Company has adopted this standard effective January 1, 2017. The ASU requires that the difference between the actual tax benefit realized upon exercise or vesting, as applicable, and the tax benefit recorded based on the fair value of the stock award at the time of grant (the “excess tax benefits”) be reflected as a reduction of the current period provision for income taxes with any shortfall recorded as an increase in the tax provision rather than as a component of changes to additional paid-in capital. The ASU also requires the excess tax benefit realized be reflected as operating cash flow rather than a financing cash flow. This standard was adopted by the Company on a modified retrospective basis, which resulted in a cumulative adjustment to retained earnings of $3.6 million, which related to the timing of when excess tax benefits are recognized. The actual benefit realized in future periods is inherently uncertain and will vary based on the timing and relative value realized for future share-based transactions.
|
|||
5.Fair Value of Financial Instruments
The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:
Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).
The following tables set forth the Company’s financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at March 31, 2017 and December 31, 2016 (in millions):
|
March 31, 2017 |
|
Total |
|
Quoted Prices |
|
Significant |
|
Significant |
|
||||
|
Assets: |
|
|
|
|
|
|
|
|
|
||||
|
Embedded derivatives in purchase and delivery contracts |
|
$ |
3.0 |
|
$ |
— |
|
$ |
3.0 |
|
$ |
— |
|
|
Fixed price commodity contracts |
|
0.3 |
|
— |
|
0.3 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total assets recorded at fair value |
|
$ |
3.3 |
|
$ |
— |
|
$ |
3.3 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities: |
|
|
|
|
|
|
|
|
|
||||
|
Contingent consideration |
|
$ |
18.3 |
|
$ |
— |
|
$ |
— |
|
$ |
18.3 |
|
|
Foreign exchange contracts |
|
0.5 |
|
— |
|
0.5 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities recorded at fair value |
|
$ |
18.8 |
|
$ |
— |
|
$ |
0.5 |
|
$ |
18.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
Total |
|
Quoted Prices |
|
Significant |
|
Significant |
|
||||
|
Assets: |
|
|
|
|
|
|
|
|
|
||||
|
Embedded derivatives in purchase and delivery contracts |
|
$ |
4.0 |
|
$ |
— |
|
$ |
4.0 |
|
$ |
— |
|
|
Fixed price commodity contracts |
|
0.2 |
|
— |
|
0.2 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total assets recorded at fair value |
|
$ |
4.2 |
|
$ |
— |
|
$ |
4.2 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities: |
|
|
|
|
|
|
|
|
|
||||
|
Contingent consideration |
|
$ |
16.6 |
|
$ |
— |
|
$ |
— |
|
$ |
16.6 |
|
|
Foreign exchange contracts |
|
1.4 |
|
— |
|
1.4 |
|
— |
|
||||
|
Embedded derivatives in purchase and delivery contracts |
|
0.3 |
|
— |
|
0.3 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities recorded at fair value |
|
$ |
18.3 |
|
$ |
— |
|
$ |
1.7 |
|
$ |
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company’s financial instruments consist primarily of cash equivalents, short-term investments, restricted cash, derivative instruments consisting of forward foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts, accounts receivable, borrowings under a revolving credit agreement, accounts payable, contingent consideration and long-term debt. The carrying amounts of the Company’s cash equivalents, short-term investments and restricted cash, accounts receivable, borrowings under a revolving credit agreement and accounts payable approximate fair value because of their short-term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company’s long-term debt consists principally of a private placement arrangement entered into in 2012 with various fixed interest rates based on the maturity date. The fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was $230.4 million and $253.3 million at March 31, 2017 and December 31, 2016, respectively, based on the outstanding amount at March 31, 2017 and December 31, 2016, 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 and did not elect the fair value option for any financial assets or liabilities which originated during the three months ended March 31, 2017 or 2016.
Excluded from the table above are cash equivalents, restricted cash and short-term investments as the cost approximates current fair value. The Company has a program to enter into time deposits with varying maturity dates ranging from one to twelve months, as well as call deposits for which the Company has the ability to redeem the invested amounts over a period of 95 days. The Company has classified these investments within cash and cash equivalents or short-term investments within the consolidated balance sheets based on call and maturity dates. There are no cash equivalents, $3.2 million and $3.4 million of restricted cash and $187.0 million and $157.9 million of short-term investments outstanding as of March 31, 2017 and December 31, 2016, respectively.
Short-term investments are classified as available-for-sale and are reported at fair value, with unrealized gains (losses) excluded from earnings and reported, net of tax, in accumulated other comprehensive income (loss) within the accompanying unaudited condensed consolidated balance sheets. There were no unrealized gains (losses) recorded during the three months ended March 31, 2017 and 2016. On a quarterly basis, the Company reviews its short-term investments to determine if there have been any events that could create an impairment. None were noted for the three month periods ended March 31, 2017 or 2016.
As part of certain acquisitions in 2017, 2016, and 2015, the Company recorded contingent consideration liabilities that have been classified as Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments to the former shareholders of applicable acquired companies based on achieving annual revenue and gross margin targets in certain years as specified in the purchase and sale agreements. The Company initially valued the contingent consideration by using a Monte Carlo simulation which models future revenue and costs of goods sold projections and discounts the average results to present value.
The following table sets forth the changes in contingent consideration liabilities for the three months ended March 31, 2017 (in millions):
|
Balance at December 31, 2016 |
|
$ |
16.6 |
|
|
Current period additions |
|
1.6 |
|
|
|
Foreign currency effect |
|
0.1 |
|
|
|
|
|
|
|
|
|
Balance at March 31, 2017 |
|
$ |
18.3 |
|
|
|
|
|
|
|
There was no change in the value of the contingent consideration recognized in earnings for the three month periods ended March 31, 2017 or 2016.
|
|||
6.Inventories
Inventories consisted of the following (in millions):
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2017 |
|
2016 |
|
||
|
Raw materials |
|
$ |
140.4 |
|
$ |
132.8 |
|
|
Work-in-process |
|
195.2 |
|
181.0 |
|
||
|
Finished goods |
|
104.7 |
|
91.8 |
|
||
|
Demonstration units |
|
36.1 |
|
34.8 |
|
||
|
|
|
|
|
|
|
||
|
Inventories |
|
$ |
476.4 |
|
$ |
440.4 |
|
|
|
|
|
|
|
|
|
|
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, 2017 and December 31, 2016, inventory-in-transit was $46.0 million and $37.5 million, respectively.
The Company reduces the carrying value of its demonstration inventories for differences between its cost and estimated market 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 $2.8 million and $4.8 million for the three months ended March 31, 2017 and 2016, respectively.
In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The new guidance eliminates the measurement of inventory at market value, and inventory will now be measured at the lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. The Company adopted ASU 2015-11 on a prospective basis for the quarter ended March 31, 2017 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.
|
|||
7.Goodwill and Other Intangible Assets
The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2017 (in millions):
|
Balance at December 31, 2016 |
|
$ |
130.6 |
|
|
Goodwill acquired during the period |
|
20.6 |
|
|
|
Foreign currency effect |
|
0.4 |
|
|
|
|
|
|
|
|
|
Balance at March 31, 2017 |
|
$ |
151.6 |
|
|
|
|
|
|
|
The following is a summary of intangible assets (in millions):
|
|
|
March 31, 2017 |
|
December 31, 2016 |
|
||||||||||||||
|
|
|
Gross |
|
Accumulated |
|
Net Carrying |
|
Gross |
|
Accumulated |
|
Net Carrying |
|
||||||
|
Existing technology and related patents |
|
$ |
177.2 |
|
$ |
(119.3 |
) |
$ |
57.9 |
|
$ |
169.0 |
|
$ |
(113.9 |
) |
$ |
55.1 |
|
|
Customer relationships |
|
32.5 |
|
(8.9 |
) |
23.6 |
|
20.0 |
|
(7.9 |
) |
12.1 |
|
||||||
|
Non compete contracts |
|
2.4 |
|
(1.2 |
) |
1.2 |
|
1.8 |
|
(1.1 |
) |
0.7 |
|
||||||
|
Trade names |
|
3.1 |
|
(0.5 |
) |
2.6 |
|
1.6 |
|
(0.4 |
) |
1.2 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Intangible assets subject to amortization |
|
215.2 |
|
(129.9 |
) |
85.3 |
|
192.4 |
|
(123.3 |
) |
69.1 |
|
||||||
|
In-process research and development |
|
0.6 |
|
— |
|
0.6 |
|
0.6 |
|
— |
|
0.6 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Intangible assets |
|
$ |
215.8 |
|
$ |
(129.9 |
) |
$ |
85.9 |
|
$ |
193.0 |
|
$ |
(123.3 |
) |
$ |
69.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2017 and 2016, the Company recorded amortization expense of $6.9 million and $5.4 million, respectively, related to intangible assets subject to amortization.
The goodwill and intangibles acquired in the first quarter of 2017 related primarily to the Hysitron acquisition. Please see Note 2—Acquisitions, for additional details on the goodwill and intangibles acquired.
|
|||
8.Debt
The Company’s debt obligations as of March 31, 2017 and December 31, 2016 consisted of the following (in millions):
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2017 |
|
2016 |
|
||
|
US Dollar revolving loan under the 2015 Credit Agreement |
|
$ |
164.0 |
|
$ |
171.0 |
|
|
US Dollar notes under the Note Purchase Agreement |
|
220.0 |
|
240.0 |
|
||
|
Unamortized debt issuance costs under the Note Purchase Agreement |
|
(0.8 |
) |
(0.8 |
) |
||
|
Capital lease obligations and other loans |
|
1.6 |
|
1.5 |
|
||
|
|
|
|
|
|
|
||
|
Total debt |
|
384.8 |
|
411.7 |
|
||
|
Current portion of long-term debt |
|
(0.1 |
) |
(20.1 |
) |
||
|
|
|
|
|
|
|
||
|
Total long-term debt, less current portion |
|
$ |
384.7 |
|
$ |
391.6 |
|
|
|
|
|
|
|
|
|
|
On October 27, 2015, the Company entered into a new revolving credit agreement, referred to as the 2015 Credit Agreement. The 2015 Credit Agreement provides a maximum commitment on the Company’s revolving credit line of $500 million and a maturity date of October 2020. Borrowings under the revolving credit line of the 2015 Credit Agreement accrue interest, at the Company’s option, at either (a) the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) adjusted LIBOR plus 1.00%, plus margins ranging from 0.00% to 0.30% or (b) LIBOR, plus margins ranging from 0.90% to 1.30%. There is also a facility fee ranging from 0.10% to 0.20%.
Borrowings under the 2015 Credit Agreement are secured by guarantees from certain material subsidiaries, as defined in the 2015 Credit Agreement. The 2015 Credit Agreement also requires the Company to maintain certain financial ratios related to maximum leverage and minimum interest coverage (as defined in the 2015 Credit Agreement). Specifically, the Company’s leverage ratio cannot exceed 3.5 and the Company’s interest coverage ratio cannot be less than 2.5. In addition to the financial ratios, the 2015 Credit Agreement contains negative covenants, including among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends and transactions with affiliates. Failure to comply with any of these restrictions or covenants may result in an event of default on the 2015 Credit Agreement, which could permit acceleration of the debt and require the Company to prepay the debt before its scheduled due date.
As of March 31, 2017, the Company was in compliance with the covenants of the 2015 Credit Agreement. The Company’s leverage ratio (as defined in the 2015 Credit Agreement) was 1.39 and interest coverage ratio (as defined in the 2015 Credit Agreement) was 14.9.
The following is a summary of the maximum commitments and the net amounts available to the Company under the 2015 Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at March 31, 2017 (in millions):
|
|
|
Weighted |
|
Total Amount |
|
Outstanding |
|
Outstanding |
|
Total Amount |
|
||||
|
2015 Credit Agreement |
|
2.2 |
% |
$ |
500.0 |
|
$ |
164.0 |
|
$ |
1.1 |
|
$ |
334.9 |
|
|
Other lines of credit |
|
— |
|
234.6 |
|
— |
|
131.0 |
|
103.6 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total revolving lines of credit |
|
|
|
$ |
734.6 |
|
$ |
164.0 |
|
$ |
132.1 |
|
$ |
438.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In January 2012, the Company entered into a note purchase agreement, referred to as the Note Purchase Agreement, with a group of accredited institutional investors. Pursuant to the Note Purchase Agreement, the Company issued and sold $240.0 million of senior notes, referred to as the Senior Notes, which consist of the following:
|
· |
$20.0 million 3.16% Series 2012A Senior Notes, Tranche A, due January 18, 2017; |
|
· |
$15.0 million 3.74% Series 2012A Senior Notes, Tranche B, due January 18, 2019; |
|
· |
$105.0 million 4.31% Series 2012A Senior Notes, Tranche C, due January 18, 2022; and |
|
· |
$100.0 million 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024. |
Under the terms of the Note Purchase Agreement, the Company may issue and sell additional senior notes up to an aggregate principal amount of $600 million, subject to certain conditions. Interest on the Senior Notes is payable semi-annually on January 18 and July 18 of each year. The Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s direct and indirect subsidiaries. The Senior Notes rank pari passu in right of repayment with the Company’s other senior unsecured indebtedness. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the original aggregate principal amount of the Senior Notes to be prepaid, at a price equal to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable make-whole amount, upon not less than 30 and no more than 60 days written notice to the holders of the Senior Notes. In the event of a change in control of the Company, as defined in the Note Purchase Agreement, the Company may be required to prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
The Note Purchase Agreement contains affirmative covenants, including, without limitation, maintenance of corporate existence, compliance with laws, maintenance of insurance and properties, payment of taxes, addition of subsidiary guarantors and furnishing notices and other information. The Note Purchase Agreement also contains certain restrictive covenants that restrict the Company’s ability to, among other things, incur liens, transfer or sell assets, engage in certain mergers and consolidations and enter into transactions with affiliates. The Note Purchase Agreement also includes customary representations and warranties and events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. In the case of payment events of defaults, any holder of Senior Notes affected thereby may declare all Senior Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Senior Notes may declare all the Senior Notes to be due and payable immediately. Pursuant to the Note Purchase Agreement, so long as any Senior Notes are outstanding the Company will not permit (i) its leverage ratio, as determined pursuant to the Note Purchase Agreement, as of the end of any fiscal quarter to exceed 3.50 to 1.00, (ii) its interest coverage ratio as determined pursuant to the Note Purchase Agreement as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1 or (iii) priority debt at any time to exceed 25% of consolidated net worth, as determined pursuant to the Note Purchase Agreement.
As of March 31, 2017, the Company was in compliance with the covenants of the Note Purchase Agreement. The Company’s leverage ratio (as defined in the Note Purchase Agreement) was 1.39 and interest coverage ratio (as defined in the Note Purchase Agreement) was 14.9.
On January 18, 2017, the outstanding $20.0 million principal amount of Tranche A of the Senior Notes was repaid in accordance with the terms of the Note Purchase Agreement.
|
|||
9.Derivative Instruments and Hedging Activities
Interest Rate Risks
The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related short-term market rates. The most significant component of the Company’s interest rate risk relates to amounts outstanding under the 2015 Credit Agreement, which totaled $164.0 million at March 31, 2017. 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 and Switzerland, which subjects its operations to the exposure of exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. The Company periodically enters into foreign currency contracts in order to minimize the volatility that fluctuations in currency translation have on its monetary transactions. Under these arrangements, the Company typically agrees to purchase a fixed amount of a foreign currency in exchange for a fixed amount of U.S. Dollars or other currencies on specified dates with maturities of less than twelve months. 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 (loss). The Company had the following notional amounts outstanding under foreign exchange contracts at March 31, 2017 and December 31, 2016 (in millions):
|
Buy |
|
Notional |
|
Sell |
|
Maturity |
|
Notional |
|
Fair Value of |
|
Fair Value of |
|
|||
|
March 31, 2017: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
72.3 |
|
U.S. Dollars |
|
April 2017 to January 2018 |
|
$ |
78.3 |
|
$ |
— |
|
$ |
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Swiss Francs |
|
8.0 |
|
U.S. Dollars |
|
April 2017 |
|
8.0 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
1.4 |
|
Polish Zloty |
|
April 2017 |
|
1.5 |
|
— |
|
0.1 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
$ |
87.8 |
|
$ |
— |
|
$ |
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
December 31, 2016: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
21.1 |
|
U.S. Dollars |
|
January 2017 |
|
$ |
23.3 |
|
$ |
— |
|
$ |
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Swiss Francs |
|
7.9 |
|
U.S. Dollars |
|
January 2017 |
|
8.0 |
|
— |
|
0.3 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
U.S. Dollars |
|
4.0 |
|
Israel Shekel |
|
January 2017 |
|
4.0 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Israel Shekel |
|
15.3 |
|
U.S. Dollars |
|
January 2017 |
|
4.0 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
1.4 |
|
Polish Zloty |
|
January 2017 |
|
1.4 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
$ |
40.7 |
|
$ |
— |
|
$ |
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 $110.5 million for the delivery of products and $1.9 million for the purchase of products at March 31, 2017 and $120.7 million for the delivery of products and $2.3 million for the purchase of products at December 31, 2016. 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 (loss).
Commodity Price Risk Management
The Company has arrangements with certain customers under which it has a firm commitment to deliver copper based superconductor wire at a fixed price. In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts. At March 31, 2017 and December 31, 2016, the Company had fixed price commodity contracts with notional amounts aggregating $4.8 million and $2.7 million, respectively. The changes in the fair value of these commodity contracts are recorded within interest and other income (expense), net in the unaudited condensed consolidated statements of income and comprehensive income.
The fair value of the derivative instruments described above is recorded in the unaudited condensed consolidated balance sheets for the periods as follows (in millions):
|
|
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
Balance Sheet Location |
|
2017 |
|
2016 |
|
||
|
Derivative assets: |
|
|
|
|
|
|
|
||
|
Embedded derivatives in purchase and delivery contracts |
|
Other current assets |
|
$ |
2.0 |
|
$ |
2.7 |
|
|
Fixed price commodity contracts |
|
Other current assets |
|
0.3 |
|
0.2 |
|
||
|
Embedded derivatives in purchase and delivery contracts |
|
Other long-term assets |
|
1.0 |
|
1.3 |
|
||
|
|
|
|
|
|
|
|
|
||
|
Derivative liabilities: |
|
|
|
|
|
|
|
||
|
Foreign exchange contracts |
|
Other current liabilities |
|
$ |
0.5 |
|
$ |
1.4 |
|
|
Embedded derivatives in purchase and delivery contracts |
|
Other current liabilities |
|
— |
|
0.3 |
|
||
The impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments not designated as hedging instruments are as follows (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Foreign exchange contracts |
|
$ |
0.9 |
|
$ |
2.2 |
|
|
Embedded derivatives in purchase and delivery contracts |
|
(0.7 |
) |
(0.3 |
) |
||
|
Fixed price commodity contracts |
|
0.1 |
|
0.1 |
|
||
|
|
|
|
|
|
|
||
|
Other income (expense), net |
|
$ |
0.3 |
|
$ |
2.0 |
|
|
|
|
|
|
|
|
|
|
The amounts related to derivative instruments not designated as hedging instruments are recorded within interest and other income (expense), net in the unaudited condensed consolidated statements of income and comprehensive income.
|
|||
10.Provision for Income Taxes
The Company accounts for income taxes using the asset and liability approach by recognizing deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In addition, the Company accounts for uncertain tax positions that have reached a minimum recognition threshold.
The income tax provision for the three months ended March 31, 2017 and 2016 was $9.9 million and $4.8 million, respectively, representing effective tax rates of 31.3% and 16.9%, respectively. The increase in the Company’s effective tax rate for the three months ended March 31, 2017, compared to the same period in 2016, was primarily caused by the recognition of previously uncertain tax benefits due to the closure of certain tax audits and the release of valuation allowances in the first quarter of 2016. The Company’s effective tax rate may change over time as the amount or mix of income and taxes changes among the jurisdictions in which the Company is subject to tax.
As of March 31, 2017 and December 31, 2016, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $5.9 million and $6.2 million, respectively, of which $5.0 million and $5.3 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, 2017 and December 31, 2016, approximately $0.5 million of accrued interest and penalties related to uncertain tax positions was included in each period in other long-term liabilities on the unaudited condensed consolidated balance sheets. Penalties and interest related to unrecognized tax benefits of $0.1 million were recorded in the provision for income taxes during the three months ended March 31, 2016. No corresponding amount was recorded in the three month period ended March 31, 2017.
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 2013 to 2016 are open tax years in the significant foreign jurisdictions. In 2016, the Company settled tax audits in Germany and Switzerland. The settlement was immaterial to the consolidated financial statements. Tax years 2011 to 2016 remain open for examination in the United States.
The Company asserts that its foreign earnings, with the exception of its foreign earnings that have been previously taxed by the U.S., are indefinitely reinvested. The Company regularly evaluates its assertion that its foreign earnings are indefinitely reinvested. If the cash, cash equivalents and short-term investments held by the Company’s foreign subsidiaries are needed to fund operations in the United States or the Company otherwise elects to repatriate the unremitted earnings of its foreign subsidiaries in the form of dividends or otherwise, or if the shares of the subsidiaries were sold or transferred, the Company would likely be subject to additional U.S. income taxes, net of the impact of any available tax credits, which could result in a higher effective tax rate in the future.
|
|||
11.Commitments and Contingencies
In accordance with Accounting Standards Codification (ASC) Topic 450, Contingencies, the Company accrues anticipated costs of settlement, damages, or other costs to the extent specific losses are probable and estimable.
Litigation and Related Contingencies
Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company. Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated or a range of loss can be determined. These accruals represent management’s best estimate of probable loss. Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. The Company believes the outcome of pending proceedings, individually and in the aggregate, will not have a material impact on the Company’s financial statements. As of March 31, 2017 and December 31, 2016, no material accruals have been recorded for potential contingencies.
Governmental Investigations
The Korea Fair Trade Commission (“KFTC”) has conducted an investigation into improper bidding by Bruker Korea Co., Ltd. and several other companies in connection with bids for sales of X-ray systems in 2010 and 2012. Three of the bids under investigation involved Bruker Korea. The Company cooperated fully with the KFTC regarding this matter. In September 2016, the KFTC fined Bruker Korea approximately $15,000 and referred the matter to the Korean Public Prosecutor’s Office for criminal prosecution. Additional monetary penalties may also result from the ongoing criminal proceeding. Since December 2016, various Korean governmental entities have imposed suspensions on Bruker Korea, with suspension periods ranging from three to six months. During the periods of these suspensions, which are overlapping, Bruker Korea is prohibited from bidding for or conducting sales to Korean governmental agencies. Sales to these customers were less than 1% of the Company’s revenue for the year ended December 31, 2016. In the course of normal business, the Company conducts business in Korea with other non-governmental customers that are not affected by these suspensions. Accordingly, the Company does not expect these contingencies to have a material adverse effect on its financial statements.
Letters of Credit and Guarantees
At March 31, 2017 and December 31, 2016, the Company had bank guarantees of $132.1 million and $131.5 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.
|
|||
13.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, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Balance at beginning of period |
|
$ |
6.7 |
|
$ |
6.8 |
|
|
Net income |
|
0.1 |
|
— |
|
||
|
Foreign currency translation adjustments |
|
0.1 |
|
0.2 |
|
||
|
|
|
|
|
|
|
||
|
Balance at end of period |
|
$ |
6.9 |
|
$ |
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|||
14.Other Charges, Net
The components of other charges, net were as follows (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Information technology transformation costs |
|
$ |
1.2 |
|
$ |
2.2 |
|
|
Restructuring charges |
|
1.5 |
|
1.8 |
|
||
|
Acquisition-related charges (benefits) |
|
0.4 |
|
— |
|
||
|
|
|
|
|
|
|
||
|
Other charges, net |
|
$ |
3.1 |
|
$ |
4.0 |
|
|
|
|
|
|
|
|
|
|
Restructuring Initiatives
2016
The Company commenced a restructuring initiative in the third quarter of 2016 to address lower demand in the Bruker CALID and Bruker Nano Groups as a result of softness in order entry levels from European academic institutions and ongoing weakness in several of the industrial end market segments served by the Bruker Nano Group. This initiative is intended to improve the Bruker CALID and Bruker Nano Group operating results in response to these market conditions. Restructuring actions will result in a reduction of approximately 125 employees within the Bruker CALID and Bruker Nano Groups.
The following is a summary of the restructuring expenses related to this initiative which are recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2017:
|
|
|
Three months ended March 31, |
||||||||
|
|
|
2017 |
||||||||
|
|
|
Severance and |
|
Inventory |
|
Total |
|
|||
|
Cost of revenues |
|
$ |
1.2 |
|
$ |
0.3 |
|
$ |
1.5 |
|
|
Other charges, net |
|
0.8 |
|
— |
|
0.8 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
$ |
2.0 |
|
$ |
0.3 |
|
$ |
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring and other one-time charges incurred through March 31, 2017 related to this initiative were $12.7 million. Total restructuring and other one-time charges related to this initiative in 2016 and 2017 are expected to be between $14.0 and $16.0 million, of which $13.0 to $14.5 million relate to employee separation and facility exit costs and $1.0 to $1.5 million relate to estimated inventory write-downs and asset impairments.
2015
The Company commenced a restructuring initiative in 2015 within the Bruker BioSpin Group, which was developed as a result of a revenue decline that occurred during the second half of 2014 and continued during the first half of 2015. This initiative was intended to improve Bruker BioSpin Group’s operating results. Restructuring actions resulted in a reduction of employee headcount within the Bruker BioSpin Group of approximately 9%. The final expenses related to this initiative were incurred in the three months ended March 31, 2017 due to the sale of a manufacturing facility.
The following is a summary of the restructuring expenses related to this initiative which are recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2017 and 2016, respectively:
|
|
|
Three months ended March 31, |
|
||||||||||||||||
|
|
|
2017 |
|
2016 |
|
||||||||||||||
|
|
|
Severance and |
|
Inventory |
|
Total |
|
Severance and |
|
Inventory |
|
Total |
|
||||||
|
Cost of revenues |
|
$ |
(2.7 |
) |
$ |
— |
|
$ |
(2.7 |
) |
$ |
1.3 |
|
$ |
— |
|
$ |
1.3 |
|
|
Other charges, net |
|
— |
|
— |
|
— |
|
1.0 |
|
— |
|
1.0 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
$ |
(2.7 |
) |
$ |
— |
|
$ |
(2.7 |
) |
$ |
2.3 |
|
$ |
— |
|
$ |
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2017, expenses incurred under this restructuring initiative were substantially complete.
Restructuring charges for the three month periods ended March 31, 2017 and 2016 included charges for various other programs which were recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income.
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Cost of revenues |
|
$ |
(0.2 |
) |
$ |
0.7 |
|
|
Other charges, net |
|
0.7 |
|
0.8 |
|
||
|
|
|
|
|
|
|
||
|
|
|
$ |
0.5 |
|
$ |
1.5 |
|
|
|
|
|
|
|
|
|
|
The following table sets forth the changes in restructuring reserves for the three months ended March 31, 2017 (in millions):
|
|
|
Total |
|
Severance |
|
Exit |
|
Provisions |
|
||||
|
Balance at December 31, 2016 |
|
$ |
16.2 |
|
$ |
4.9 |
|
$ |
3.7 |
|
$ |
7.6 |
|
|
Restructuring charges |
|
0.1 |
|
1.5 |
|
(1.7 |
) |
0.3 |
|
||||
|
Cash payments |
|
(3.0 |
) |
(3.9 |
) |
1.1 |
|
(0.2 |
) |
||||
|
Other, non-cash adjustments and foreign currency effect |
|
(0.6 |
) |
(0.1 |
) |
(0.2 |
) |
(0.3 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Balance at March 31, 2017 |
|
$ |
12.7 |
|
$ |
2.4 |
|
$ |
2.9 |
|
$ |
7.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
15.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, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Interest expense, net |
|
$ |
(3.7 |
) |
$ |
(3.1 |
) |
|
Exchange gains (losses) on foreign currency transactions |
|
(2.3 |
) |
(2.3 |
) |
||
|
Other |
|
— |
|
(0.2 |
) |
||
|
|
|
|
|
|
|
||
|
Interest and other income (expense), net |
|
$ |
(6.0 |
) |
$ |
(5.6 |
) |
|
|
|
|
|
|
|
|
|
|
|||
16.Business Segment Information
The Company has two reportable segments, BSI and BEST, as discussed in Note 1 to the unaudited condensed consolidated financial statements.
Revenue and operating income by reportable segment are presented below (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Revenue: |
|
|
|
|
|
||
|
BSI |
|
$ |
346.4 |
|
$ |
350.4 |
|
|
BEST |
|
40.1 |
|
27.2 |
|
||
|
Eliminations (a) |
|
(1.6 |
) |
(2.2 |
) |
||
|
|
|
|
|
|
|
||
|
Total revenue |
|
$ |
384.9 |
|
$ |
375.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Operating Income |
|
|
|
|
|
||
|
BSI |
|
$ |
38.1 |
|
$ |
33.0 |
|
|
BEST |
|
(0.5 |
) |
— |
|
||
|
Corporate, eliminations and other (b) |
|
— |
|
1.0 |
|
||
|
|
|
|
|
|
|
||
|
Total operating income |
|
$ |
37.6 |
|
$ |
34.0 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
Represents product and service revenue between reportable segments. |
|
(b) |
Represents corporate costs and eliminations not allocated to the reportable segments. |
Total assets by reportable segment are as follows (in millions):
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2017 |
|
2016 |
|
||
|
Assets: |
|
|
|
|
|
||
|
BSI |
|
$ |
1,806.4 |
|
$ |
1,779.8 |
|
|
BEST |
|
36.5 |
|
36.0 |
|
||
|
Eliminations and other (a) |
|
(3.0 |
) |
(7.4 |
) |
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
1,839.9 |
|
$ |
1,808.4 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
Assets not allocated to the reportable segments and eliminations of intercompany transactions. |
|
|||
17.Recent Accounting Pronouncements
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfer of Assets Other than Inventory. The new standard requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (excluding inventory) when the transfer occurs. This is a change from existing GAAP which prohibits recognition of current and deferred income taxes until the asset is sold to a third party. The new standard is effective as of January 1, 2018 and early adoption is permitted. The Company is evaluating the provisions of this standard, including which period to adopt, and has not determined what impact the adoption of ASU No. 2016-16 will have on the Company’s unaudited condensed consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard provides guidance on the recognition, measurement, presentation, and disclosure of leases. The new standard supersedes present U.S. GAAP guidance on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease liabilities, as well as additional disclosures. The new standard is effective as of January 1, 2019, and early adoption is permitted. The Company is evaluating the provisions of this standard, including which period to adopt, and has not determined what impact the adoption of ASU No. 2016-02 will have on the Company’s unaudited condensed consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements under Accounting Standards Codification (ASC) Topic 605. The new guidance was the result of a joint project between the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop common revenue standards for U.S. GAAP and International Financial Reporting Standards. The core principle of the new guidance is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 was originally effective prospectively for annual periods beginning after December 15, 2016, and interim periods within those years. In August 2015, the FASB elected to defer the effective date of ASU No. 2014-09 by one year to annual periods beginning after December 15, 2017, with early application permitted as of the original effective date. The new guidance may be applied on a retrospective basis for all prior periods presented, or on a modified retrospective basis with the cumulative effect of the new guidance as of the date of initial application. The new guidance will be effective for the Company as of January 1, 2018 and the Company currently expects to use the modified retrospective transition method.
During 2016, the Company substantially completed the impact assessment phase of its evaluation of ASU 2014-09. As a result of its impact assessment, the Company will be implementing additional processes and controls, including additional disclosures, to comply with the new standard. The largest financial impact will be the timing of revenue recognition for certain project-based orders for which the Company currently applies the percentage-of-completion or completed contract model. Under the new guidance, there are specific criteria to determine if a performance obligation should be recognized over time or at a point in time. The Company expects that in some cases the revenue recognition timing under the new guidance will change from current practice based on applying the specific criteria under the new guidance. The Company has not yet quantified the impact the adoption of ASU No. 2014-09 will have on the consolidated financial statements.
|
|||
18.Subsequent Event
On May 5, 2017, the Company acquired Luxendo, a privately held spin-off of the European Molecular Biology Laboratory (EMBL) for a purchase price of $18.3 million, with the potential for additional consideration based on revenue achievements in 2018 through 2021. Luxendo is a developer and manufacturer of proprietary light-sheet fluorescence microscopy instruments and the acquisition will significantly enhance Bruker’s existing portfolio of swept-field confocal, super-resolution, and multiphoton fluorescence microscope product lines, enabling new research advances in small organism embryology, live-cell imaging, brain development and cleared brain tissue, and optogenetics applications. Luxendo is located in Heidelberg, Germany and will be integrated into the Bruker Nano Group within the BSI reportable segment. The purchase accounting for this acquisition will be finalized within the measurement period.
|
|||
The components and fair value allocation of the consideration transferred in connection with the acquisition of Hysitron were as follows (in millions):
|
Consideration Transferred: |
|
|
|
|
|
Cash paid |
|
$ |
27.9 |
|
|
Cash acquired |
|
(0.7 |
) |
|
|
Contingent consideration |
|
1.6 |
|
|
|
|
|
|
|
|
|
Total consideration transferred |
|
$ |
28.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of Consideration Transferred: |
|
|
|
|
|
Accounts receivable, net |
|
$ |
3.0 |
|
|
Inventories |
|
3.8 |
|
|
|
Other current assets |
|
0.2 |
|
|
|
Property, plant and equipment |
|
0.6 |
|
|
|
Intangible assets: |
|
|
|
|
|
Customer relationships |
|
5.8 |
|
|
|
Existing technology |
|
4.7 |
|
|
|
Trade name |
|
1.2 |
|
|
|
Other |
|
0.6 |
|
|
|
Goodwill |
|
16.6 |
|
|
|
Deferred taxes, net |
|
(4.1 |
) |
|
|
Capital Lease |
|
(0.2 |
) |
|
|
Liabilities assumed |
|
(3.4 |
) |
|
|
|
|
|
|
|
|
Total consideration transferred |
|
$ |
28.8 |
|
|
|
|
|
|
|
|
|||
The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Stock options |
|
$ |
1.7 |
|
$ |
1.8 |
|
|
Restricted stock awards |
|
0.3 |
|
0.4 |
|
||
|
Restricted stock units |
|
0.6 |
|
— |
|
||
|
|
|
|
|
|
|
||
|
Total stock-based compensation |
|
$ |
2.6 |
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Costs of product revenue |
|
$ |
0.4 |
|
$ |
0.3 |
|
|
Selling, general and administrative |
|
1.8 |
|
1.6 |
|
||
|
Research and development |
|
0.4 |
|
0.3 |
|
||
|
|
|
|
|
|
|
||
|
Total stock-based compensation |
|
$ |
2.6 |
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
Assumptions for the three months ended March 31, 2017 and 2016 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:
|
|
|
2017 |
|
2016 |
|
|
Risk-free interest rates |
|
2.02% - 2.09% |
|
1.32% - 2.05% |
|
|
Expected life |
|
5.56 years |
|
5.75 - 7.02 years |
|
|
Volatility |
|
33.97% - 34.13% |
|
34.39% - 41.60% |
|
|
Expected dividend yield |
|
0.67% - 0.74% |
|
0% - 0.63% |
|
Stock option activity for the three months ended March 31, 2017 was as follows:
|
|
|
Shares Subject |
|
Weighted |
|
Weighted |
|
Aggregate |
|
||
|
Outstanding at December 31, 2016 |
|
4,625,678 |
|
$ |
18.73 |
|
|
|
|
|
|
|
Granted |
|
10,430 |
|
22.80 |
|
|
|
|
|
||
|
Exercised |
|
(83,829 |
) |
14.41 |
|
|
|
|
|
||
|
Forfeited |
|
(69,772 |
) |
17.73 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Outstanding at March 31, 2017 |
|
4,482,507 |
|
$ |
18.83 |
|
6.5 |
|
$ |
20.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Exercisable at March 31, 2017 |
|
2,304,015 |
|
$ |
16.42 |
|
5.0 |
|
$ |
16.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Exercisable and expected to vest at March 31, 2017 (a) |
|
4,336,330 |
|
$ |
18.75 |
|
6.4 |
|
$ |
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
In addition to the options that are vested at March 31, 2017, 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, 2017. |
|
(b) |
The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $23.33 on March 31, 2017, or the date of exercises, as appropriate, and the exercise price of the underlying stock options. |
Restricted stock award activity for the three months ended March 31, 2017 was as follows:
|
|
|
Shares Subject |
|
Weighted |
|
|
|
Outstanding at December 31, 2016 |
|
172,506 |
|
$ |
19.37 |
|
|
Vested |
|
(3,276 |
) |
24.80 |
|
|
|
Forfeited |
|
(4,053 |
) |
22.46 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2017 |
|
165,177 |
|
$ |
19.19 |
|
|
|
|
|
|
|
|
|
Restricted stock unit activity for the three months ended March 31, 2017 was as follows:
|
|
|
Shares Subject |
|
Weighted |
|
|
|
Outstanding at December 31, 2016 |
|
262,317 |
|
$ |
22.32 |
|
|
Granted |
|
53,581 |
|
21.91 |
|
|
|
Forfeited |
|
(9,199 |
) |
22.19 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2017 |
|
306,699 |
|
$ |
22.25 |
|
|
|
|
|
|
|
|
|
|
|||
The following tables set forth the Company’s financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at March 31, 2017 and December 31, 2016 (in millions):
|
March 31, 2017 |
|
Total |
|
Quoted Prices |
|
Significant |
|
Significant |
|
||||
|
Assets: |
|
|
|
|
|
|
|
|
|
||||
|
Embedded derivatives in purchase and delivery contracts |
|
$ |
3.0 |
|
$ |
— |
|
$ |
3.0 |
|
$ |
— |
|
|
Fixed price commodity contracts |
|
0.3 |
|
— |
|
0.3 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total assets recorded at fair value |
|
$ |
3.3 |
|
$ |
— |
|
$ |
3.3 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities: |
|
|
|
|
|
|
|
|
|
||||
|
Contingent consideration |
|
$ |
18.3 |
|
$ |
— |
|
$ |
— |
|
$ |
18.3 |
|
|
Foreign exchange contracts |
|
0.5 |
|
— |
|
0.5 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities recorded at fair value |
|
$ |
18.8 |
|
$ |
— |
|
$ |
0.5 |
|
$ |
18.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
Total |
|
Quoted Prices |
|
Significant |
|
Significant |
|
||||
|
Assets: |
|
|
|
|
|
|
|
|
|
||||
|
Embedded derivatives in purchase and delivery contracts |
|
$ |
4.0 |
|
$ |
— |
|
$ |
4.0 |
|
$ |
— |
|
|
Fixed price commodity contracts |
|
0.2 |
|
— |
|
0.2 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total assets recorded at fair value |
|
$ |
4.2 |
|
$ |
— |
|
$ |
4.2 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities: |
|
|
|
|
|
|
|
|
|
||||
|
Contingent consideration |
|
$ |
16.6 |
|
$ |
— |
|
$ |
— |
|
$ |
16.6 |
|
|
Foreign exchange contracts |
|
1.4 |
|
— |
|
1.4 |
|
— |
|
||||
|
Embedded derivatives in purchase and delivery contracts |
|
0.3 |
|
— |
|
0.3 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total liabilities recorded at fair value |
|
$ |
18.3 |
|
$ |
— |
|
$ |
1.7 |
|
$ |
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the changes in contingent consideration liabilities for the three months ended March 31, 2017 (in millions):
|
Balance at December 31, 2016 |
|
$ |
16.6 |
|
|
Current period additions |
|
1.6 |
|
|
|
Foreign currency effect |
|
0.1 |
|
|
|
|
|
|
|
|
|
Balance at March 31, 2017 |
|
$ |
18.3 |
|
|
|
|
|
|
|
|
|||
Inventories consisted of the following (in millions):
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2017 |
|
2016 |
|
||
|
Raw materials |
|
$ |
140.4 |
|
$ |
132.8 |
|
|
Work-in-process |
|
195.2 |
|
181.0 |
|
||
|
Finished goods |
|
104.7 |
|
91.8 |
|
||
|
Demonstration units |
|
36.1 |
|
34.8 |
|
||
|
|
|
|
|
|
|
||
|
Inventories |
|
$ |
476.4 |
|
$ |
440.4 |
|
|
|
|
|
|
|
|
|
|
|
|||
The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2017 (in millions):
|
Balance at December 31, 2016 |
|
$ |
130.6 |
|
|
Goodwill acquired during the period |
|
20.6 |
|
|
|
Foreign currency effect |
|
0.4 |
|
|
|
|
|
|
|
|
|
Balance at March 31, 2017 |
|
$ |
151.6 |
|
|
|
|
|
|
|
The following is a summary of intangible assets (in millions):
|
|
|
March 31, 2017 |
|
December 31, 2016 |
|
||||||||||||||
|
|
|
Gross |
|
Accumulated |
|
Net Carrying |
|
Gross |
|
Accumulated |
|
Net Carrying |
|
||||||
|
Existing technology and related patents |
|
$ |
177.2 |
|
$ |
(119.3 |
) |
$ |
57.9 |
|
$ |
169.0 |
|
$ |
(113.9 |
) |
$ |
55.1 |
|
|
Customer relationships |
|
32.5 |
|
(8.9 |
) |
23.6 |
|
20.0 |
|
(7.9 |
) |
12.1 |
|
||||||
|
Non compete contracts |
|
2.4 |
|
(1.2 |
) |
1.2 |
|
1.8 |
|
(1.1 |
) |
0.7 |
|
||||||
|
Trade names |
|
3.1 |
|
(0.5 |
) |
2.6 |
|
1.6 |
|
(0.4 |
) |
1.2 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Intangible assets subject to amortization |
|
215.2 |
|
(129.9 |
) |
85.3 |
|
192.4 |
|
(123.3 |
) |
69.1 |
|
||||||
|
In-process research and development |
|
0.6 |
|
— |
|
0.6 |
|
0.6 |
|
— |
|
0.6 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Intangible assets |
|
$ |
215.8 |
|
$ |
(129.9 |
) |
$ |
85.9 |
|
$ |
193.0 |
|
$ |
(123.3 |
) |
$ |
69.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
The Company’s debt obligations as of March 31, 2017 and December 31, 2016 consisted of the following (in millions):
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2017 |
|
2016 |
|
||
|
US Dollar revolving loan under the 2015 Credit Agreement |
|
$ |
164.0 |
|
$ |
171.0 |
|
|
US Dollar notes under the Note Purchase Agreement |
|
220.0 |
|
240.0 |
|
||
|
Unamortized debt issuance costs under the Note Purchase Agreement |
|
(0.8 |
) |
(0.8 |
) |
||
|
Capital lease obligations and other loans |
|
1.6 |
|
1.5 |
|
||
|
|
|
|
|
|
|
||
|
Total debt |
|
384.8 |
|
411.7 |
|
||
|
Current portion of long-term debt |
|
(0.1 |
) |
(20.1 |
) |
||
|
|
|
|
|
|
|
||
|
Total long-term debt, less current portion |
|
$ |
384.7 |
|
$ |
391.6 |
|
|
|
|
|
|
|
|
|
|
The following is a summary of the maximum commitments and the net amounts available to the Company under the 2015 Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at March 31, 2017 (in millions):
|
|
|
Weighted |
|
Total Amount |
|
Outstanding |
|
Outstanding |
|
Total Amount |
|
||||
|
2015 Credit Agreement |
|
2.2 |
% |
$ |
500.0 |
|
$ |
164.0 |
|
$ |
1.1 |
|
$ |
334.9 |
|
|
Other lines of credit |
|
— |
|
234.6 |
|
— |
|
131.0 |
|
103.6 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total revolving lines of credit |
|
|
|
$ |
734.6 |
|
$ |
164.0 |
|
$ |
132.1 |
|
$ |
438.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
The Company had the following notional amounts outstanding under foreign exchange contracts at March 31, 2017 and December 31, 2016 (in millions):
|
Buy |
|
Notional |
|
Sell |
|
Maturity |
|
Notional |
|
Fair Value of |
|
Fair Value of |
|
|||
|
March 31, 2017: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
72.3 |
|
U.S. Dollars |
|
April 2017 to January 2018 |
|
$ |
78.3 |
|
$ |
— |
|
$ |
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Swiss Francs |
|
8.0 |
|
U.S. Dollars |
|
April 2017 |
|
8.0 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
1.4 |
|
Polish Zloty |
|
April 2017 |
|
1.5 |
|
— |
|
0.1 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
$ |
87.8 |
|
$ |
— |
|
$ |
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
December 31, 2016: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
21.1 |
|
U.S. Dollars |
|
January 2017 |
|
$ |
23.3 |
|
$ |
— |
|
$ |
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Swiss Francs |
|
7.9 |
|
U.S. Dollars |
|
January 2017 |
|
8.0 |
|
— |
|
0.3 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
U.S. Dollars |
|
4.0 |
|
Israel Shekel |
|
January 2017 |
|
4.0 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Israel Shekel |
|
15.3 |
|
U.S. Dollars |
|
January 2017 |
|
4.0 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Euro |
|
1.4 |
|
Polish Zloty |
|
January 2017 |
|
1.4 |
|
— |
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
$ |
40.7 |
|
$ |
— |
|
$ |
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the derivative instruments described above is recorded in the unaudited condensed consolidated balance sheets for the periods as follows (in millions):
|
|
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
Balance Sheet Location |
|
2017 |
|
2016 |
|
||
|
Derivative assets: |
|
|
|
|
|
|
|
||
|
Embedded derivatives in purchase and delivery contracts |
|
Other current assets |
|
$ |
2.0 |
|
$ |
2.7 |
|
|
Fixed price commodity contracts |
|
Other current assets |
|
0.3 |
|
0.2 |
|
||
|
Embedded derivatives in purchase and delivery contracts |
|
Other long-term assets |
|
1.0 |
|
1.3 |
|
||
|
|
|
|
|
|
|
|
|
||
|
Derivative liabilities: |
|
|
|
|
|
|
|
||
|
Foreign exchange contracts |
|
Other current liabilities |
|
$ |
0.5 |
|
$ |
1.4 |
|
|
Embedded derivatives in purchase and delivery contracts |
|
Other current liabilities |
|
— |
|
0.3 |
|
||
The impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments not designated as hedging instruments are as follows (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Foreign exchange contracts |
|
$ |
0.9 |
|
$ |
2.2 |
|
|
Embedded derivatives in purchase and delivery contracts |
|
(0.7 |
) |
(0.3 |
) |
||
|
Fixed price commodity contracts |
|
0.1 |
|
0.1 |
|
||
|
|
|
|
|
|
|
||
|
Other income (expense), net |
|
$ |
0.3 |
|
$ |
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|||
The following table sets forth the changes in noncontrolling interests (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Balance at beginning of period |
|
$ |
6.7 |
|
$ |
6.8 |
|
|
Net income |
|
0.1 |
|
— |
|
||
|
Foreign currency translation adjustments |
|
0.1 |
|
0.2 |
|
||
|
|
|
|
|
|
|
||
|
Balance at end of period |
|
$ |
6.9 |
|
$ |
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|||
The components of other charges, net were as follows (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Information technology transformation costs |
|
$ |
1.2 |
|
$ |
2.2 |
|
|
Restructuring charges |
|
1.5 |
|
1.8 |
|
||
|
Acquisition-related charges (benefits) |
|
0.4 |
|
— |
|
||
|
|
|
|
|
|
|
||
|
Other charges, net |
|
$ |
3.1 |
|
$ |
4.0 |
|
|
|
|
|
|
|
|
|
|
The following table sets forth the changes in restructuring reserves for the three months ended March 31, 2017 (in millions):
|
|
|
Total |
|
Severance |
|
Exit |
|
Provisions |
|
||||
|
Balance at December 31, 2016 |
|
$ |
16.2 |
|
$ |
4.9 |
|
$ |
3.7 |
|
$ |
7.6 |
|
|
Restructuring charges |
|
0.1 |
|
1.5 |
|
(1.7 |
) |
0.3 |
|
||||
|
Cash payments |
|
(3.0 |
) |
(3.9 |
) |
1.1 |
|
(0.2 |
) |
||||
|
Other, non-cash adjustments and foreign currency effect |
|
(0.6 |
) |
(0.1 |
) |
(0.2 |
) |
(0.3 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Balance at March 31, 2017 |
|
$ |
12.7 |
|
$ |
2.4 |
|
$ |
2.9 |
|
$ |
7.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of the restructuring expenses related to this initiative which are recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2017:
|
|
|
Three months ended March 31, |
||||||||
|
|
|
2017 |
||||||||
|
|
|
Severance and |
|
Inventory |
|
Total |
|
|||
|
Cost of revenues |
|
$ |
1.2 |
|
$ |
0.3 |
|
$ |
1.5 |
|
|
Other charges, net |
|
0.8 |
|
— |
|
0.8 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
$ |
2.0 |
|
$ |
0.3 |
|
$ |
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of the restructuring expenses related to this initiative which are recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2017 and 2016, respectively:
|
|
|
Three months ended March 31, |
|
||||||||||||||||
|
|
|
2017 |
|
2016 |
|
||||||||||||||
|
|
|
Severance and |
|
Inventory |
|
Total |
|
Severance and |
|
Inventory |
|
Total |
|
||||||
|
Cost of revenues |
|
$ |
(2.7 |
) |
$ |
— |
|
$ |
(2.7 |
) |
$ |
1.3 |
|
$ |
— |
|
$ |
1.3 |
|
|
Other charges, net |
|
— |
|
— |
|
— |
|
1.0 |
|
— |
|
1.0 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
$ |
(2.7 |
) |
$ |
— |
|
$ |
(2.7 |
) |
$ |
2.3 |
|
$ |
— |
|
$ |
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges for the three month periods ended March 31, 2017 and 2016 included charges for various other programs which were recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income.
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Cost of revenues |
|
$ |
(0.2 |
) |
$ |
0.7 |
|
|
Other charges, net |
|
0.7 |
|
0.8 |
|
||
|
|
|
|
|
|
|
||
|
|
|
$ |
0.5 |
|
$ |
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|||
The components of interest and other income (expense), net, were as follows (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Interest expense, net |
|
$ |
(3.7 |
) |
$ |
(3.1 |
) |
|
Exchange gains (losses) on foreign currency transactions |
|
(2.3 |
) |
(2.3 |
) |
||
|
Other |
|
— |
|
(0.2 |
) |
||
|
|
|
|
|
|
|
||
|
Interest and other income (expense), net |
|
$ |
(6.0 |
) |
$ |
(5.6 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Revenue and operating income by reportable segment are presented below (in millions):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Revenue: |
|
|
|
|
|
||
|
BSI |
|
$ |
346.4 |
|
$ |
350.4 |
|
|
BEST |
|
40.1 |
|
27.2 |
|
||
|
Eliminations (a) |
|
(1.6 |
) |
(2.2 |
) |
||
|
|
|
|
|
|
|
||
|
Total revenue |
|
$ |
384.9 |
|
$ |
375.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Operating Income |
|
|
|
|
|
||
|
BSI |
|
$ |
38.1 |
|
$ |
33.0 |
|
|
BEST |
|
(0.5 |
) |
— |
|
||
|
Corporate, eliminations and other (b) |
|
— |
|
1.0 |
|
||
|
|
|
|
|
|
|
||
|
Total operating income |
|
$ |
37.6 |
|
$ |
34.0 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
Represents product and service revenue between reportable segments. |
|
(b) |
Represents corporate costs and eliminations not allocated to the reportable segments. |
Total assets by reportable segment are as follows (in millions):
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2017 |
|
2016 |
|
||
|
Assets: |
|
|
|
|
|
||
|
BSI |
|
$ |
1,806.4 |
|
$ |
1,779.8 |
|
|
BEST |
|
36.5 |
|
36.0 |
|
||
|
Eliminations and other (a) |
|
(3.0 |
) |
(7.4 |
) |
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
1,839.9 |
|
$ |
1,808.4 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
Assets not allocated to the reportable segments and eliminations of intercompany transactions. |
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