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Shareholders' Equity
9 Months Ended
Sep. 30, 2022
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
12.
Shareholders’ Equity

Share Repurchase Program

In May 2019, the Company’s Board of Directors approved a share repurchase plan (the “2019 Repurchase Program”) authorizing the purchase of common stock in the amount of up to $300.0 million from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. During the nine months ended September 30, 2021, the Company purchased a total of 555,602 shares at an aggregate cost of $34.5 million under the 2019 Repurchase Program. The Company completed the 2019 Repurchase Program in April 2021, after reaching the maximum cumulative spend.

In May 2021, the Company’s Board of Directors approved a share repurchase plan (the “2021 Repurchase Program”) authorizing the purchase of common stock in the amount of up to $500.0 million from time to time over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. During the three months ended September 30, 2022, the Company purchased a total of 1,192,898 shares at an aggregate cost of $72.4 million under the 2021 Repurchase Program. During the nine months ended September 30, 2022, the Company purchased a total of 3,779,694 shares at an aggregate cost of $238.3 million under the 2021 Repurchase Program. During the nine months ended September 30, 2021, the Company purchased a total of 530,703 shares at an aggregate cost of $36.6 million under the 2021 Repurchase Program. No shares were purchased during the three months ended September 30, 2021. At September 30, 2022, $142.9 million remains available for future purchases under the 2021 Repurchase Program.

Accumulated Other Comprehensive Income, net of tax

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Consolidated net income

 

$

88.4

 

 

$

88.1

 

 

$

200.2

 

 

$

204.6

 

Foreign currency translation adjustments

 

 

(88.3

)

 

 

(26.6

)

 

 

(195.7

)

 

 

(80.2

)

Derivatives designated as hedging instruments, net of tax

 

 

42.9

 

 

 

10.5

 

 

 

105.5

 

 

 

59.3

 

Pension liability adjustments, net of tax

 

 

1.6

 

 

 

1.1

 

 

 

3.7

 

 

 

4.4

 

Comprehensive income

 

 

44.6

 

 

 

73.1

 

 

 

113.7

 

 

 

188.1

 

Less: Comprehensive (loss) income attributable to
   noncontrolling interests

 

 

(0.3

)

 

 

0.7

 

 

 

(0.5

)

 

 

0.9

 

Less: Comprehensive loss attributable to redeemable
   noncontrolling interests

 

 

(0.6

)

 

 

 

 

 

(1.3

)

 

 

 

Comprehensive income attributable to Bruker Corporation

 

$

45.5

 

 

$

72.4

 

 

$

115.5

 

 

$

187.2

 

The following is a summary of the components of accumulated other comprehensive income (loss) attributable to Bruker Corporation, net of tax (in millions):

 

 

 

Foreign
Currency
Translation

 

 

Derivatives
Designated as
Hedging
Instruments

 

 

Pension
Liability
Adjustment

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Balance at December 31, 2021

 

$

63.1

 

 

$

(40.1

)

 

$

(31.2

)

 

$

(8.2

)

Other comprehensive (loss) income before
   reclassifications

 

 

(193.1

)

 

 

105.5

 

 

 

2.4

 

 

 

(85.2

)

Realized gain on amounts reclassified from other
   comprehensive income

 

 

 

 

 

 

 

 

1.3

 

 

 

1.3

 

Net current period other comprehensive (loss) income

 

 

(193.1

)

 

 

105.5

 

 

 

3.7

 

 

 

(83.9

)

Balance at September 30, 2022

 

$

(130.0

)

 

$

65.4

 

 

$

(27.5

)

 

$

(92.1

)

 

Stock-Based Compensation

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
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cost of product revenue

 

$

0.2

 

 

$

0.6

 

 

$

1.0

 

 

$

1.6

 

Selling, general and administrative

 

 

3.3

 

 

 

2.6

 

 

 

9.2

 

 

 

7.6

 

Research and development

 

 

0.4

 

 

 

0.6

 

 

 

1.3

 

 

 

1.6

 

Total stock-based compensation expense

 

$

3.9

 

 

$

3.8

 

 

$

11.5

 

 

$

10.8

 

In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of $1.3 million and $0.3 million in the three months ended September 30, 2022 and 2021, respectively, and $11.4 million and $1.1 million in the nine months ended September 30, 2022 and 2021, respectively, related to the Mestrelab and PreOmics acquisitions.

At September 30, 2022, the Company expected to recognize pre-tax stock-based compensation expense of $3.5 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 2.7 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $34.1 million associated with outstanding restricted stock units granted under the Company's 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.7 years.

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 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:

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

Risk-free interest rates

 

 

3.03

%

 

 

0.62

%

Expected life

 

4.4 years

 

 

4.4 years

 

Volatility

 

 

36

%

 

 

34

%

Expected dividend yield

 

 

0.32

%

 

 

0.20

%

 

Stock option activity was as follows:

 

 

Shares Subject
to Options

 

 

Weighted
Average
Option Price

 

 

Weighted
Average
Remaining
Contractual
Term (Yrs)

 

 

Aggregate
Intrinsic Value
(in millions) (b)

 

Outstanding at December 31, 2021

 

 

1,355,152

 

 

$

30.98

 

 

 

 

 

 

 

Granted

 

 

73,365

 

 

 

65.43

 

 

 

 

 

 

 

Exercised

 

 

(163,439

)

 

 

24.98

 

 

 

 

 

 

 

Forfeited/Expired

 

 

(3,886

)

 

 

22.88

 

 

 

 

 

 

 

Outstanding at September 30, 2022

 

 

1,261,192

 

 

$

33.78

 

 

 

3.8

 

 

$

27.8

 

Exercisable at September 30, 2022

 

 

1,037,141

 

 

$

27.59

 

 

 

3.3

 

 

$

27.1

 

Exercisable and expected to vest at September 30, 2022 (a)

 

 

1,233,176

 

 

$

33.07

 

 

 

3.8

 

 

$

27.7

 

(a)
Represents the number of vested options at September 30, 2022, plus the number of unvested options at September 30, 2022 that are ultimately expected to vest based on our estimated forfeiture rate.
(b)
The aggregate intrinsic value is based on the positive difference between the exercise price of the underlying options and the quoted price of our common stock on September 30, 2022.

 

The total intrinsic value of options exercised was $6.6 million and $31.8 million for the nine months ended September 30, 2022 and 2021, respectively.

 

 

Restricted stock unit activity was as follows:

 

 

Shares Subject
to Restriction

 

 

Weighted
Average Grant
Date Value

 

Outstanding at December 31, 2021

 

 

654,470

 

 

$

53.44

 

Granted

 

 

283,681

 

 

 

62.93

 

Vested

 

 

(275,082

)

 

 

47.61

 

Forfeited

 

 

(25,660

)

 

 

57.02

 

Outstanding at September 30, 2022

 

 

637,409

 

 

$

60.04

 

 

The total fair value of restricted stock units vested was $17.3 million and $26.6 million for the nine months ended September 30, 2022 and 2021, respectively.