UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2019
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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000-30833 |
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04-3110160 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
40 Manning Road
Billerica, MA 01821
(Address of principal executive offices)(Zip Code)
Registrants telephone number, including area code: (978) 663-3660
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Section 1 Business & Operations
Item 1.01. Entry into a Material Definitive Agreement.
Bruker Corporation (the Company) has entered into, or intends to enter into, a standard director and officer indemnification agreement (the Indemnification Agreement) with each member of the Companys Board of Directors, executive officers and certain other officers as approved by the Chief Executive Officer, with the first such Indemnification Agreement entered into on February 7, 2019. The Indemnification Agreement clarifies and supplements indemnification provisions already contained in the Companys Certificate of Incorporation and By-laws and generally provides that the Company shall indemnify directors and officers against liability arising out of the performance of their duties to the Company to the fullest extent permitted by Delaware law and also provides for the advancement of expenses in connection therewith.
The above description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement, the form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Section 2 Financial Information
Item 2.02. Results of Operations and Financial Condition.
On February 11, 2019, Bruker Corporation issued a press release announcing combined financial results as of and for the three and twelve months ended December 31, 2018 and providing initial guidance for its 2019 fiscal year. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information contained in the press release attached hereto as Exhibit 99.1, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those indicated by these statements. Please refer to the cautionary note contained in the press release under the heading Forward Looking Statements for additional information regarding these forward-looking statements.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number |
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Description |
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10.1 |
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BRUKER CORPORATION | |
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Date: February 11, 2019 |
By: |
/s/GERALD N. HERMAN |
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Gerald N. Herman |
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Chief Financial Officer |
[FORM OF]
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (Agreement), dated as of [DATE] is by and between Bruker Corporation, a Delaware corporation (the Company) and [NAME OF DIRECTOR/OFFICER] (the Indemnitee).
WHEREAS, Indemnitee is [a director/an officer] of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;
WHEREAS, the board of directors of the Company (the Board) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and
WHEREAS, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitees continued service as a [director/officer] of the Company and to enhance Indemnitees ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Companys certificate of incorporation or by-laws (collectively, the Constituent Documents), any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f) below) to, Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Companys directors and officers liability insurance policies.
NOW, THEREFORE, in consideration of the foregoing and the Indemnitees agreement to continue to provide services to the Company, the parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) Beneficial Owner has the meaning given to the term beneficial owner in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act).
(b) Change in Control means the occurrence after the date of this Agreement of any of the following events:
(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of the Companys then outstanding Voting Securities unless the change in relative Beneficial Ownership of the Companys securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;
(ii) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 70% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;
(iii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board; or
(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Companys assets.
(c) Claim means:
(i) any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or
(ii) any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism.
(d) Delaware Court shall have the meaning ascribed to it in Section 9(e) below.
(e) Disinterested Director means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.
(f) Expenses means any and all reasonable fees, costs and expenses, including reasonable attorneys and experts fees, court costs, transcript costs, reasonable travel expenses, duplicating, printing and binding costs, telephone charges, and other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 5 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitees
rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(g) Expense Advance means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5 hereof.
(h) Indemnifiable Event means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, Enterprise) or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement).
(i) Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently performs, nor in the past five years has performed, services for either: (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitees rights under this Agreement.
(j) Losses means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.
(k) Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.
(l) Standard of Conduct Determination shall have the meaning ascribed to it in Section 9(b) below.
(m) Voting Securities means any securities of the Company that vote generally in the election of directors.
2. Services to the Company. This Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee.
3. Indemnification. Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness, in all cases related to an Indemnifiable Event.
4. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitees right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within 30 days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be accepted without reference to Indemnitees ability to repay the Expense Advances) to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitees obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.
5. Indemnification for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4, any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors and officers liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 5 shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made in good faith. Indemnitee acknowledges that any claim or action pursued by Indemnitee against the
Company for anything other than claims for recovery of expenses or insurance coverage, in each case related to an Indemnifiable Event, are not covered by this section.
6. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
7. Notification and Defense of Claims.
(a) Notification of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Companys ability to participate in the defense of such claim was materially and adversely affected by such failure.
(b) Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitees defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitees own expense; provided, however, that if (i) Indemnitees employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitees employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.
8. Procedure upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section 9 below.
9. Determination of Right to Indemnification.
(a) Mandatory Indemnification; Indemnification as a Witness.
(i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable by law.
(ii) To the extent that Indemnitees involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law.
(b) Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a Standard of Conduct Determination) shall be made as follows:
(i) if no Change in Control has occurred, (A) by a majority vote of a quorum of the Disinterested Directors, (B) if such a quorum is not obtainable or, even if obtainable, if a quorum of the Disinterested Directors so directs, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and
(ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of a quorum of the Disinterested Directors or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.
The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within 30 days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.
(c) Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination under Section 9(b) shall not have made a determination within 45 days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the Notification Date) and (B) the selection of an Independent
Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 45-day period may be extended for a reasonable time, not to exceed an additional 15 days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.
(d) Payment of Indemnification. If, in regard to any Losses:
(i) Indemnitee shall be entitled to indemnification pursuant to Section 9(a);
(ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or
(iii) Indemnitee has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within 10 days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.
(e) Selection of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9.1(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising [him/her] of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9.1(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of Independent Counsel in Section 1(i), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative
selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard of Conduct Determination shall have been selected within 20 days after the Company gives its initial notice pursuant to the first sentence of this Section 9(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 9(e) as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware (Delaware Court) to resolve any objection which shall have been made by the Company or Indemnitee to the others selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsels determination pursuant to Section 9(b).
(f) Presumptions and Defenses.
(i) Indemnitees Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.
(ii) Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitees actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.
(iii) No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.
(iv) Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
(v) Resolution of Claims. The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 9.1(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 9.1(a)(i). The Company shall have the burden of proof to overcome this presumption.
10. Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:
(a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:
(i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or
(ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.
(b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.
(c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute.
(d) indemnify or advance funds to Indemnitee for Indemnitees reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).
11. Settlement of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Companys prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitees prior written consent.
12. Duration. All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding.
13. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the General Corporation Law of the State of Delaware, any other contract or otherwise (collectively, Other Indemnity Provisions); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder.
14. Liability Insurance. For the duration of Indemnitees service as a [director/officer] of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors and officers liability insurance providing
coverage that is at least substantially comparable in scope and amount to that provided by the Companys current policies of directors and officers liability insurance. In all policies of directors and officers liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Companys directors, if Indemnitee is a director, or of the Companys officers, if Indemnitee is an officer (and not a director) by such policy. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.
15. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.
16. Subrogation. In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
17. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
19. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent
jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.
20. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail:
(a) if to Indemnitee, to the address set forth on the signature page hereto.
(b) if to the Company, to: BRUKER CORPORATION
Attn: General Counsel
40 Manning Road,
Billerica, MA 02821
Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.
21. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws.
22. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (SEC) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Companys right under public policy to indemnify Indemnitee.
23. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.
24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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BRUKER CORPORATION | ||
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By: |
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Name: |
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Title: |
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INDEMNITEE | ||
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Bruker Reports Fourth Quarter and Fiscal Year 2018 Financial Results
· Q4 2018 revenue growth of 4.4%, FY 2018 revenue growth of 7.3%
· Q4 2018 organic revenue growth of 3.4%; FY 2018 organic revenue growth of 4.3%
· Q4 2018 GAAP EPS of $0.50; Q4 2018 non-GAAP EPS of $0.54, up 5.9% year-over-year
· FY 2018 GAAP EPS of $1.14; FY 2018 non-GAAP EPS of $1.40, up 15.7% year-over-year
· FY 2018 GAAP operating margin of 13.8%; FY 2018 non-GAAP operating margin of 16.8%, up 90 bps year-over-year, despite a 60 bps FX headwind
BILLERICA, Mass. February 11, 2019 Bruker Corporation (Nasdaq: BRKR) today announced financial results for its fourth quarter and fiscal year ended December 31, 2018.
Fourth Quarter 2018 Financial Results
Brukers revenues for the fourth quarter of 2018 were $553.6 million, an increase of 4.4% compared to the fourth quarter of 2017. In the fourth quarter of 2018, Brukers year-over-year organic revenue growth was 3.4%. Growth from acquisitions was 3.2%, while foreign currency translation had a negative effect of 2.2%.
Fourth quarter 2018 Bruker Scientific Instruments (BSI) segment revenues of $500.5 million increased 3.3% compared to the fourth quarter of 2017, including organic growth of 2.1%. Fourth quarter 2018 Bruker Energy & Supercon Technologies (BEST) segment revenues of $55.6 million increased 9.0% compared to the fourth quarter of 2017, including organic growth, net of intercompany eliminations, of 17.6%.
Fourth quarter 2018 GAAP operating income was $106.4 million, compared to $95.3 million in the fourth quarter of 2017, representing a GAAP operating margin of 19.2%, compared to 18.0% in the fourth quarter of 2017. Non-GAAP operating income was $122.8 million, compared to $112.4 million in the fourth quarter of 2017. Brukers fourth quarter 2018 non-GAAP operating margin was 22.2%, up 100 basis points (bps) from 21.2% in the fourth quarter of 2017.
Fourth quarter 2018 GAAP diluted earnings per share (EPS) were $0.50, compared to a GAAP EPS loss of $0.02 in the fourth quarter of 2017. Fourth quarter 2018 non-GAAP diluted EPS were $0.54, a 5.9% increase compared to $0.51 in the fourth quarter of 2017.
Fiscal Year 2018 Financial Results
For fiscal year 2018, Brukers revenues increased 7.3% to $1,895.6 million, from $1,765.9 million in fiscal year 2017. In 2018, Brukers year-over-year organic revenue growth was 4.3%. Growth from acquisitions added 1.6%, while favorable foreign currency translation contributed 1.4% to revenue growth.
In 2018, BSI segment revenues of $1,707.0 million increased 7.8% compared to 2017, including organic growth of 4.7%. BEST segment revenues in 2018 of $194.8 million increased 1.9% compared to 2017, including organic growth, net of intercompany eliminations, of 0.9%.
In fiscal year 2018, GAAP operating income was $262.4 million, compared to $219.5 million in 2017, representing a GAAP operating margin of 13.8%, compared to 12.4% in fiscal year 2017. Non-GAAP operating
income was $317.9 million, compared to $280.9 million in 2017. Brukers non-GAAP 2018 operating margin increased to 16.8%, up 90 bps from 15.9% in 2017. During 2018, volume leverage, operational improvements and favorable mix more than offset a 60 basis point negative impact from changes in foreign currency rates on non-GAAP operating margins, primarily in the first half of the year.
In fiscal year 2018, GAAP EPS were $1.14, compared to $0.49 in 2017. Non-GAAP EPS for 2018 were $1.40, an increase of 15.7% over $1.21 in 2017.
In fiscal year 2018, Bruker generated net cash from operating activities of $239.7 million, up from $154.4 million in 2017. Free cash flow in 2018 was $190.5 million, compared to $110.7 million in 2017.
A reconciliation of non-GAAP to GAAP financial measures is provided in the tables accompanying this press release.
Frank Laukien, President and CEO of Bruker, commented: I would like to thank all of Brukers employees and our leadership team for making good progress in 2018 with organic growth of 4.3%, and Scientific Instruments segment organic growth accelerating to 4.7%. We once again delivered on our operating margin expansion commitments, and we invested over $190 million in strategically focused acquisitions. We are very pleased that Brukers 2018 non-GAAP EPS increased 15.7% over the prior year, and that our return on invested capital remained well above 20%.
Dr. Laukien continued: Brukers dual strategy of investing in our six high growth, high margin initiatives under Project Accelerate, and of driving continuous improvements under our Operational Excellence program, position us well for the future. For fiscal year 2019, Bruker expects further, gradual growth acceleration with organic revenue growth of 4% to 5%, and continuing non-GAAP operating margin improvement of 70 to 100 basis points year-over-year.
Fiscal Year (FY) 2019 Financial Outlook
Bruker is providing initial revenue growth, operating margin expansion and EPS guidance for fiscal year (FY) 2019, based on foreign exchange rates as of December 31, 2018.
For FY 2019, the Company expects 6% to 7% year-over-year revenue growth, including the following estimates:
· organic revenue growth of 4% to 5%,
· revenue growth from acquisitions of 4%, with constant-currency revenue growth of 8% to 9%, and
· a negative foreign currency translation effect on revenue of 2%.
Bruker expects an increase in FY 2019 non-GAAP operating margin of 70 bps to 100 bps year-over-year from 16.8% in FY 2018. Bruker also expects FY 2019 non-GAAP EPS of $1.54 to $1.58, a 10% to 13% increase compared to FY 2018.
For the Companys outlook for FY 2019 non-GAAP operating margin and non-GAAP EPS, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measures, or reconciliations to such GAAP financial measures on a forward-looking basis. Please see Use of Non-GAAP Financial Measures below for a description of items excluded from our expected non-GAAP operating margin and non-GAAP EPS.
Quarterly Earnings Call
Bruker will host a conference call and webcast to discuss its financial results, business outlook, and related corporate and financial matters today at 4:30 p.m. Eastern Time. To listen to the webcast, investors can go to https://ir.bruker.com and click on the Q4 2018 Earnings Webcast hyperlink. A slide presentation that will be referenced during the webcast will be posted to the Companys website shortly before the webcast begins. Investors can also listen to the earnings webcast via telephone by dialing 1-888-437-2685 (US toll free) or +1-412-317-6702 (international),and referencing Brukers Fourth Quarter 2018 Earnings Conference Call. A telephone replay of the conference call will be available by dialing 1-877-344-7529 (US toll free) or +1-412-317-0088 (international) and entering conference number: 10128355. The replay will be available beginning one hour after the end of the conference through March 11, 2019.
About Bruker Corporation (Nasdaq: BRKR)
Bruker is enabling scientists to make breakthrough discoveries and develop new applications that improve the quality of human life. Brukers high-performance scientific instruments and high-value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity and customer success in life science molecular research, in applied and pharma applications, in microscopy and nanoanalysis, and in industrial applications, as well as in cell biology, preclinical imaging, clinical phenomics and proteomics research and clinical microbiology. For more information, please visit: www.bruker.com.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (GAAP), we use the following non-GAAP financial measures in this press release or in the earnings webcast: non-GAAP gross profit; non-GAAP gross profit margin; non-GAAP operating income; non-GAAP operating margin; non-GAAP profit before tax; non-GAAP tax rate; non-GAAP net income and non-GAAP earnings per share. These non-GAAP measures exclude costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets and other non-operational costs.
We also refer to organic revenue growth, free cash flow and return on invested capital in this press release or on the earnings webcast, which are also non-GAAP financial measures. We define the term organic revenue as GAAP revenue excluding the effect of changes in foreign currency translation rates and the effect of acquisitions and divestitures, and believe it is a useful measure to evaluate our continuing business. We define free cash flow as net cash provided by operating activities less additions to property, plant, and equipment. We believe free cash flow is a useful measure to evaluate our business because it indicates the amount of cash generated after additions to property, plant, and equipment that is available for, among other things, acquisitions, investments in our business, repayment of debt and return of capital to shareholders. We define return on invested capital (ROIC) as non-GAAP operating profit after income tax divided by average total capital, which we define as debt plus equity minus cash and cash equivalents. We believe ROIC is an important measure of how effectively the Company invests its capital.
The presentation of these non-GAAP financial measures is not intended to be a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP and may be different from non-GAAP financial measures used by other companies, and therefore, may not be comparable among companies. We believe these non-GAAP financial measures provide meaningful supplemental information regarding our performance, however we urge investors to review the reconciliation of these financial measures to the comparable GAAP financial measures included in the accompanying tables, and not to rely on any single financial measure to evaluate our business. Specifically, management believes that the non-GAAP measures mentioned above provide relevant and useful information which is widely used by analysts, investors and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance.
We use these non-GAAP financial measures to evaluate our period-over-period operating performance because our management believes this provides a more comparable measure of our continuing business by adjusting for certain items that are not reflective of the underlying performance of our business. These measures may also be useful to investors in evaluating the underlying operating performance of our business and forecasting future results. We regularly use these non-GAAP financial measures internally to understand, manage, and evaluate our business results and make operating decisions. We also measure our employees and compensate them, in part, based on certain non-GAAP measures and use this information for our planning and forecasting activities.
Additional information relating to these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures is provided in the tables accompanying this press release following our GAAP financial statements and in our slide presentation, which is available through the Bruker Earnings Release hyperlink on Brukers Investor Relations web site ir.bruker.com.
With respect to the Companys outlook for 2019 non-GAAP operating margin, non-GAAP EPS and non-GAAP tax rate, we are not providing the most directly comparable GAAP financial measures or corresponding reconciliations to such GAAP financial measures on a forward-looking basis, because we are unable to predict with reasonable certainty certain items that may affect such measures calculated and presented in accordance
with GAAP without unreasonable effort. Our expected non-GAAP operating margin, tax rate and EPS ranges exclude primarily the future impact of restructuring actions, unusual gains and losses, acquisition-related expenses and purchase accounting fair value adjustments. These reconciling items are uncertain, depend on various factors outside our managements control and could significantly impact, either individually or in the aggregate, our future period operating margins, EPS and tax rate calculated and presented in accordance with GAAP.
Forward Looking Statements
Any statements contained in this press release which do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding managements expectations for future financial and operational performance, expected growth, and business outlook; statements regarding our business focus; our fiscal year 2019 outlook; and statements found under the Use of Non-GAAP Financial Measures section of this release. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, risks and uncertainties relating to adverse changes in conditions in the global economy and volatility in the capital markets, the integration of businesses we have acquired or may acquire in the future, fluctuations in foreign currency exchange rates, our ability to successfully implement our restructuring initiatives, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners, key suppliers and contract manufacturers, capital spending and government funding policies, changes in governmental regulations, the use and protection of intellectual property rights, litigation, and other risk factors discussed from time to time in our filings with the Securities and Exchange Commission, or SEC. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2017 and subsequently filed Quarterly Reports on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.
-tables follow-
Contacts:
Miroslava Minkova
Director, Investor Relations & Corporate Development
Bruker Corporation
T: +1 (978) 663 3660, ext. 1479
E: miroslava.minkova@bruker.com
Bruker Corporation
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
|
|
December 31, |
|
December 31, |
| ||
(in millions) |
|
2018 |
|
2017 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
322.4 |
|
$ |
325.0 |
|
Short-term investments |
|
|
|
114.2 |
| ||
Accounts receivable, net |
|
357.2 |
|
319.3 |
| ||
Inventories |
|
509.6 |
|
486.2 |
| ||
Other current assets |
|
115.1 |
|
114.1 |
| ||
Total current assets |
|
1,304.3 |
|
1,358.8 |
| ||
|
|
|
|
|
| ||
Property, plant and equipment, net |
|
270.6 |
|
266.5 |
| ||
Intangibles, net and other long-term assets |
|
553.7 |
|
323.2 |
| ||
|
|
|
|
|
| ||
Total assets |
|
$ |
2,128.6 |
|
$ |
1,948.5 |
|
|
|
|
|
|
| ||
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Current portion of long-term debt |
|
$ |
18.5 |
|
$ |
|
|
Accounts payable |
|
104.5 |
|
90.8 |
| ||
Customer advances |
|
124.4 |
|
111.7 |
| ||
Other current liabilities |
|
350.6 |
|
322.0 |
| ||
Total current liabilities |
|
598.0 |
|
524.5 |
| ||
|
|
|
|
|
| ||
Long-term debt |
|
322.6 |
|
415.6 |
| ||
Other long-term liabilities |
|
280.3 |
|
274.9 |
| ||
|
|
|
|
|
| ||
Redeemable noncontrolling interest |
|
22.6 |
|
|
| ||
|
|
|
|
|
| ||
Total shareholders equity |
|
905.1 |
|
733.5 |
| ||
|
|
|
|
|
| ||
Total liabilities and shareholders equity |
|
$ |
2,128.6 |
|
$ |
1,948.5 |
|
FOR FURTHER INFORMATION: |
Miroslava Minkova, Director, Investor Relations & Corporate Development |
|
Tel: +1 (978) 663-3660, ext. 1479 |
|
Email: miroslava.minkova@bruker.com
|
Bruker Corporation
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
|
|
Three Months Ended |
|
Twelve Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
(in millions, except per share amounts) |
|
2018 |
|
2017(1) |
|
2018 |
|
2017(1) |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
|
$ |
553.6 |
|
$ |
530.5 |
|
$ |
1,895.6 |
|
$ |
1,765.9 |
|
Cost of revenues |
|
280.8 |
|
274.3 |
|
995.6 |
|
949.9 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
272.8 |
|
256.2 |
|
900.0 |
|
816.0 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
Selling, general and administrative |
|
117.3 |
|
111.9 |
|
444.7 |
|
415.2 |
| ||||
Research and development |
|
44.8 |
|
43.1 |
|
173.4 |
|
161.6 |
| ||||
Other charges, net |
|
4.3 |
|
5.9 |
|
19.5 |
|
19.7 |
| ||||
Total operating expenses |
|
166.4 |
|
160.9 |
|
637.6 |
|
596.5 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating income |
|
106.4 |
|
95.3 |
|
262.4 |
|
219.5 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest and other income (expense), net |
|
(6.2 |
) |
(6.7 |
) |
(17.7 |
) |
(21.7 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income before income taxes and noncontrolling interest in consolidated subsidiaries |
|
100.2 |
|
88.6 |
|
244.7 |
|
197.8 |
| ||||
Income tax provision |
|
22.3 |
|
91.6 |
|
63.7 |
|
117.5 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Consolidated net income (loss) |
|
77.9 |
|
(3.0 |
) |
181.0 |
|
80.3 |
| ||||
Net income attributable to noncontrolling interests in consolidated subsidiaries |
|
(0.2 |
) |
0.4 |
|
1.3 |
|
1.7 |
| ||||
Net income (loss) attributable to Bruker Corporation |
|
$ |
78.1 |
|
$ |
(3.4 |
) |
$ |
179.7 |
|
$ |
78.6 |
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) per common share attributable to Bruker Corporation shareholders: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.50 |
|
$ |
(0.02 |
) |
$ |
1.15 |
|
$ |
0.50 |
|
Diluted |
|
$ |
0.50 |
|
$ |
(0.02 |
) |
$ |
1.14 |
|
$ |
0.49 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
156.6 |
|
155.7 |
|
156.2 |
|
158.1 |
| ||||
Diluted |
|
157.4 |
|
156.9 |
|
157.2 |
|
159.1 |
|
(1)The Company adopted Accounting Standards Update (ASU) 2017-07 as of January 1, 2018 under the retrospective approach. Accordingly, the 2017 income statement accounts have been restated to reflect ASU 2017-07.
Bruker Corporation
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
|
|
Three Months Ended |
|
Twelve Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
(in millions) |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
| ||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
| ||||
Consolidated net income (loss) |
|
$ |
77.9 |
|
$ |
(3.0 |
) |
$ |
181.0 |
|
$ |
80.3 |
|
Adjustments to reconcile consolidated net income to cash flows from operating activities: |
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
16.6 |
|
15.7 |
|
64.9 |
|
63.9 |
| ||||
Stock-based compensation expense |
|
3.1 |
|
2.6 |
|
11.3 |
|
11.0 |
| ||||
Deferred income taxes |
|
(6.5 |
) |
33.2 |
|
(15.1 |
) |
28.2 |
| ||||
Other non-cash expenses, net |
|
11.1 |
|
5.5 |
|
39.8 |
|
11.6 |
| ||||
Changes in operating assets and liabilities, net of acquisitions and divestitures: |
|
|
|
|
|
|
|
|
| ||||
Accounts receivable |
|
(23.6 |
) |
(47.1 |
) |
(30.5 |
) |
(55.5 |
) | ||||
Inventories |
|
19.8 |
|
30.9 |
|
(35.5 |
) |
(6.6 |
) | ||||
Accounts payable and accrued expenses |
|
7.4 |
|
42.3 |
|
6.2 |
|
33.7 |
| ||||
Income taxes payable, net |
|
11.3 |
|
11.5 |
|
2.8 |
|
5.2 |
| ||||
Deferred revenue |
|
2.3 |
|
4.2 |
|
7.1 |
|
4.0 |
| ||||
Customer advances |
|
1.4 |
|
6.9 |
|
3.5 |
|
(27.8 |
) | ||||
Other changes in operating assets and liabilities, net |
|
11.5 |
|
1.0 |
|
4.2 |
|
6.4 |
| ||||
Net cash provided by operating activities |
|
132.3 |
|
103.7 |
|
239.7 |
|
154.4 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
| ||||
Purchases of short-term investments |
|
|
|
|
|
|
|
(118.5 |
) | ||||
Maturities of short-term investments |
|
|
|
52.8 |
|
117.0 |
|
186.8 |
| ||||
Cash paid for acquisitions, net of cash acquired |
|
(136.3 |
) |
(0.5 |
) |
(191.6 |
) |
(66.3 |
) | ||||
Purchases of property, plant and equipment |
|
(20.3 |
) |
(12.4 |
) |
(49.2 |
) |
(43.7 |
) | ||||
Proceeds from sales of property, plant and equipment |
|
0.3 |
|
4.6 |
|
0.4 |
|
11.5 |
| ||||
Net cash (used in) provided by investing activities |
|
(156.3 |
) |
44.5 |
|
(123.4 |
) |
(30.2 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
| ||||
Proceeds from revolving lines of credit |
|
101.9 |
|
|
|
129.4 |
|
154.0 |
| ||||
Repayment of revolving lines of credit |
|
(15.6 |
) |
(65.0 |
) |
(218.1 |
) |
(130.0 |
) | ||||
Repayment of note purchase agreement |
|
|
|
|
|
|
|
(20.0 |
) | ||||
(Repayment) Proceeds of other debt, net |
|
(3.9 |
) |
0.1 |
|
(4.8 |
) |
(0.9 |
) | ||||
Proceeds from issuance of common stock, net |
|
0.5 |
|
4.7 |
|
9.4 |
|
20.0 |
| ||||
Repurchase of common stock |
|
|
|
(22.5 |
) |
|
|
(152.2 |
) | ||||
Payment of dividends |
|
(6.3 |
) |
(6.3 |
) |
(25.1 |
) |
(25.4 |
) | ||||
Payment of contingent consideration |
|
|
|
|
|
(2.3 |
) |
(3.5 |
) | ||||
Cash payments to noncontrolling interest |
|
|
|
(0.5 |
) |
(0.9 |
) |
(1.0 |
) | ||||
Net cash provided by (used in) financing activities |
|
76.6 |
|
(89.5 |
) |
(112.4 |
) |
(159.0 |
) | ||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
(1.1 |
) |
2.4 |
|
(6.5 |
) |
17.8 |
| ||||
Net change in cash, cash equivalents and restricted cash |
|
51.5 |
|
61.1 |
|
(2.6 |
) |
(17.0 |
) | ||||
Cash, cash equivalents and restricted cash at beginning of period |
|
274.8 |
|
267.8 |
|
328.9 |
|
345.9 |
| ||||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
326.3 |
|
$ |
328.9 |
|
$ |
326.3 |
|
$ |
328.9 |
|
Bruker Corporation
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited)
|
|
Three Months Ended December 31, |
|
Twelve Months Ended December 31, |
| ||||||||
(in millions, except per share amounts) |
|
2018 |
|
2017 (1) |
|
2018 |
|
2017 (1) |
| ||||
Reconciliation of Non-GAAP Operating Income, Non-GAAP Profit Before Tax, Non-GAAP Net Income, and Non-GAAP EPS |
|
|
|
|
|
|
|
|
| ||||
GAAP Operating Income |
|
$ |
106.4 |
|
$ |
95.3 |
|
$ |
262.4 |
|
$ |
219.5 |
|
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Restructuring Costs |
|
2.7 |
|
7.7 |
|
9.4 |
|
16.2 |
| ||||
Acquisition-Related Costs |
|
3.4 |
|
0.8 |
|
7.3 |
|
10.2 |
| ||||
Purchased Intangible Amortization |
|
7.4 |
|
7.0 |
|
28.9 |
|
29.6 |
| ||||
Other Costs |
|
2.9 |
|
1.6 |
|
9.9 |
|
5.4 |
| ||||
Total Non-GAAP Adjustments: |
|
$ |
16.4 |
|
$ |
17.1 |
|
$ |
55.5 |
|
$ |
61.4 |
|
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP Operating Income |
|
$ |
122.8 |
|
$ |
112.4 |
|
$ |
317.9 |
|
$ |
280.9 |
|
Non-GAAP Operating Margin |
|
22.2 |
% |
21.2 |
% |
16.8 |
% |
15.9 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP Interest & Other Expense, net |
|
(6.2 |
) |
(6.2 |
) |
(17.7 |
) |
(22.3 |
) | ||||
Non-GAAP Profit Before Tax |
|
116.6 |
|
106.2 |
|
300.2 |
|
258.6 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP Income Tax Provision |
|
(31.5 |
) |
(26.0 |
) |
(78.5 |
) |
(64.7 |
) | ||||
Non-GAAP Tax Rate |
|
27.0 |
% |
24.5 |
% |
26.1 |
% |
25.0 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Minority Interest |
|
0.2 |
|
(0.4 |
) |
(1.3 |
) |
(1.7 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP Net Income Attributable to Bruker |
|
85.3 |
|
79.8 |
|
220.4 |
|
192.2 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Weighted Average Shares Outstanding (Diluted) |
|
157.4 |
|
156.9 |
|
157.2 |
|
159.1 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP Earnings Per Share |
|
$ |
0.54 |
|
$ |
0.51 |
|
$ |
1.40 |
|
$ |
1.21 |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Reconciliation of GAAP and Non-GAAP Gross Profit |
|
|
|
|
|
|
|
|
| ||||
GAAP Gross Profit |
|
$ |
272.8 |
|
$ |
256.2 |
|
$ |
900.0 |
|
$ |
816.0 |
|
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Restructuring Costs |
|
1.8 |
|
4.0 |
|
2.6 |
|
5.6 |
| ||||
Acquisition-Related Costs |
|
2.3 |
|
0.1 |
|
3.9 |
|
5.7 |
| ||||
Purchased Intangible Amortization |
|
5.0 |
|
5.6 |
|
21.6 |
|
24.0 |
| ||||
Other Costs |
|
0.6 |
|
0.1 |
|
0.6 |
|
0.8 |
| ||||
Total Non-GAAP Adjustments: |
|
9.7 |
|
9.8 |
|
28.7 |
|
36.1 |
| ||||
Non-GAAP Gross Profit |
|
$ |
282.5 |
|
$ |
266.0 |
|
$ |
928.7 |
|
$ |
852.1 |
|
Non-GAAP Gross Margin |
|
51.0 |
% |
50.1 |
% |
49.0 |
% |
48.3 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Reconciliation of GAAP and Non-GAAP Tax Rate |
|
|
|
|
|
|
|
|
| ||||
GAAP Tax Rate |
|
22.3 |
% |
103.4 |
% |
26.0 |
% |
59.4 |
% | ||||
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Tax Impact of Non-GAAP Adjustments |
|
-1.2 |
% |
-1.6 |
% |
-0.6 |
% |
-0.1 |
% | ||||
Tax Authority Settlements |
|
0.0 |
% |
0.0 |
% |
0.0 |
% |
0.0 |
% | ||||
Valuation Allowance (Release)/Add |
|
0.0 |
% |
0.0 |
% |
0.0 |
% |
0.0 |
% | ||||
U.S. Tax Reform- Toll Charge |
|
-2.9 |
% |
-62.1 |
% |
-2.7 |
% |
-27.8 |
% | ||||
U.S. Tax Reform- Tax Rate Change |
|
0.1 |
% |
-1.3 |
% |
0.1 |
% |
-0.6 |
% | ||||
U.S. Tax Reform- Change in APB 23 |
|
8.6 |
% |
-14.4 |
% |
3.5 |
% |
-6.5 |
% | ||||
Other Discrete Items |
|
0.1 |
% |
0.5 |
% |
-0.2 |
% |
0.6 |
% | ||||
Total Non-GAAP Adjustments: |
|
4.7 |
% |
-78.9 |
% |
0.1 |
% |
-34.4 |
% | ||||
Non-GAAP Tax Rate |
|
27.0 |
% |
24.5 |
% |
26.1 |
% |
25.0 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Reconciliation of GAAP and Non-GAAP Earnings Per Share (Diluted) |
|
|
|
|
|
|
|
|
| ||||
GAAP Earnings Per Share (Diluted) |
|
$ |
0.50 |
|
$ |
(0.02 |
) |
$ |
1.14 |
|
$ |
0.49 |
|
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Restructuring Costs |
|
0.02 |
|
0.05 |
|
0.06 |
|
0.10 |
| ||||
Acquisition-Related Costs |
|
0.02 |
|
0.01 |
|
0.05 |
|
0.06 |
| ||||
Purchased Intangible Amortization |
|
0.04 |
|
0.04 |
|
0.18 |
|
0.19 |
| ||||
Other Costs |
|
0.02 |
|
0.01 |
|
0.06 |
|
0.04 |
| ||||
Income Tax Rate Differential |
|
(0.06 |
) |
0.42 |
|
(0.09 |
) |
0.33 |
| ||||
Total Non-GAAP Adjustments: |
|
0.04 |
|
0.53 |
|
0.26 |
|
0.72 |
| ||||
Non-GAAP Earnings Per Share (Diluted) |
|
$ |
0.54 |
|
$ |
0.51 |
|
$ |
1.40 |
|
$ |
1.21 |
|
Bruker Corporation
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited)
|
|
Three Months Ended December 31, |
|
Twelve Months Ended December 31, |
| ||||||||
(in millions, except per share amounts) |
|
2018 |
|
2017 (1) |
|
2018 |
|
2017 (1) |
| ||||
Reconciliation of GAAP Operating Cash Flow and Non-GAAP Free Cash Flow |
|
|
|
|
|
|
|
|
| ||||
GAAP Operating Cash Flow |
|
$ |
132.3 |
|
$ |
103.7 |
|
$ |
239.7 |
|
$ |
154.4 |
|
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Purchases of property, plant and equipment |
|
(20.3 |
) |
(12.4 |
) |
(49.2 |
) |
(43.7 |
) | ||||
Non-GAAP Free Cash Flow |
|
$ |
112.0 |
|
$ |
91.3 |
|
$ |
190.5 |
|
$ |
110.7 |
|
|
|
|
|
|
|
|
|
|
| ||||
Reconciliation of Non-GAAP Return on Invested Capital (ROIC) |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP Operating Income (from above) |
|
|
|
|
|
$ |
317.9 |
|
$ |
280.9 |
| ||
Less: Non-GAAP Income Tax Provision (from above) |
|
|
|
|
|
(78.5 |
) |
(64.7 |
) | ||||
Non-GAAP Operating Income after Tax |
|
|
|
|
|
$ |
239.4 |
|
$ |
216.2 |
| ||
|
|
|
|
|
|
|
|
|
| ||||
Average Total Invested Capital: |
|
|
|
|
|
|
|
|
| ||||
Average Long-Term Debt |
|
|
|
|
|
$ |
369.1 |
|
$ |
403.6 |
| ||
Average Current portion of Long-Term Debt |
|
|
|
|
|
9.3 |
|
10.1 |
| ||||
Average Total Shareholders Equity |
|
|
|
|
|
830.6 |
|
713.3 |
| ||||
Less: Average Cash and Cash Equivalents |
|
|
|
|
|
323.7 |
|
333.7 |
| ||||
Average Total Invested Capital |
|
|
|
|
|
$ |
885.3 |
|
$ |
793.3 |
| ||
|
|
|
|
|
|
|
|
|
| ||||
Return on Invested Capital (ROIC) |
|
|
|
|
|
27.0 |
% |
27.3 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Reconciliation of Impact of Adoption of ASU 2017-07 |
|
|
|
|
|
|
|
|
| ||||
Cost of revenues |
|
(0.8 |
) |
(1.0 |
) |
(2.1 |
) |
(3.0 |
) | ||||
Selling, general and administrative |
|
(0.7 |
) |
(0.2 |
) |
(1.1 |
) |
(0.7 |
) | ||||
Research and development |
|
(0.2 |
) |
(0.4 |
) |
(0.7 |
) |
(1.1 |
) | ||||
Interest and other income (expense), net |
|
1.7 |
|
1.6 |
|
3.9 |
|
4.8 |
| ||||
Net Impact to Net Income and Earnings per Share: |
|
|
|
|
|
|
|
|
|
(1)The Company adopted Accounting Standards Update (ASU) 2017-07 as of January 1, 2018 under the retrospective approach. Accordingly, the 2017 income statement accounts have been restated to reflect ASU 2017-07.
Bruker Corporation
REVENUE
|
|
Three Months Ended December 31, |
|
Twelve Months Ended December 31, |
| ||||||||
(in millions) |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
| ||||
Revenue by Group: |
|
|
|
|
|
|
|
|
| ||||
Bruker BioSpin |
|
$ |
179.9 |
|
$ |
178.7 |
|
$ |
591.1 |
|
$ |
571.9 |
|
Bruker CALID |
|
153.9 |
|
147.3 |
|
547.8 |
|
499.0 |
| ||||
Bruker Nano |
|
166.7 |
|
158.4 |
|
568.1 |
|
513.0 |
| ||||
BEST |
|
55.6 |
|
51.0 |
|
194.8 |
|
191.2 |
| ||||
Eliminations |
|
(2.5 |
) |
(4.9 |
) |
(6.2 |
) |
(9.2 |
) | ||||
Total Revenue |
|
$ |
553.6 |
|
$ |
530.5 |
|
$ |
1,895.6 |
|
$ |
1,765.9 |
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue by End Customer Geography: |
|
|
|
|
|
|
|
|
| ||||
United States |
|
$ |
142.1 |
|
$ |
119.4 |
|
$ |
489.4 |
|
$ |
434.7 |
|
Europe |
|
219.6 |
|
223.1 |
|
701.3 |
|
665.2 |
| ||||
Asia Pacific |
|
152.4 |
|
152.7 |
|
549.2 |
|
514.8 |
| ||||
Other |
|
39.5 |
|
35.3 |
|
155.7 |
|
151.2 |
| ||||
Total Revenue |
|
$ |
553.6 |
|
$ |
530.5 |
|
$ |
1,895.6 |
|
$ |
1,765.9 |
|
|
|
Total Bruker |
| ||||||||||
Reconciliation of GAAP Reported Revenue Growth to Organic Revenue Growth |
|
|
| ||||||||||
GAAP Revenue as of Prior Comparable Period |
|
$ |
530.5 |
|
$ |
470.3 |
|
$ |
1,765.9 |
|
$ |
1,611.3 |
|
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Acquisitions and divestitures |
|
17.0 |
|
16.8 |
|
28.2 |
|
77.2 |
| ||||
Currency |
|
(12.1 |
) |
24.6 |
|
25.5 |
|
19.6 |
| ||||
Organic |
|
18.2 |
|
18.8 |
|
76.0 |
|
57.8 |
| ||||
Total Non-GAAP Adjustments: |
|
23.1 |
|
60.2 |
|
129.7 |
|
154.6 |
| ||||
Non-GAAP Revenue |
|
$ |
553.6 |
|
$ |
530.5 |
|
$ |
1,895.6 |
|
$ |
1,765.9 |
|
Organic Revenue Growth |
|
3.4 |
% |
4.0 |
% |
4.3 |
% |
3.6 |
% |
|
|
BSI Segment |
| ||||||||||
Reconciliation of GAAP Reported Revenue Growth to Organic Revenue Growth |
|
|
|
|
|
|
|
|
| ||||
GAAP Revenue as of Prior Comparable Period |
|
$ |
484.4 |
|
$ |
435.1 |
|
$ |
1,583.9 |
|
$ |
1,492.7 |
|
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Acquisitions and divestitures |
|
17.0 |
|
12.8 |
|
28.2 |
|
33.4 |
| ||||
Currency |
|
(11.0 |
) |
21.8 |
|
20.5 |
|
17.2 |
| ||||
Organic |
|
10.1 |
|
14.7 |
|
74.4 |
|
40.6 |
| ||||
Total Non-GAAP Adjustments: |
|
16.1 |
|
49.3 |
|
123.1 |
|
91.2 |
| ||||
Non-GAAP Revenue |
|
$ |
500.5 |
|
$ |
484.4 |
|
$ |
1,707.0 |
|
$ |
1,583.9 |
|
Organic Revenue Growth |
|
2.1 |
% |
3.4 |
% |
4.7 |
% |
2.7 |
% |
|
|
BEST Segment, net of Intercompany Eliminations |
| ||||||||||
Reconciliation of GAAP Reported Revenue Growth to Organic Revenue Growth |
|
|
|
|
|
|
|
|
| ||||
GAAP Revenue as of Prior Comparable Period |
|
$ |
46.1 |
|
$ |
35.2 |
|
$ |
182.0 |
|
$ |
118.6 |
|
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
| ||||
Acquisitions and divestitures |
|
|
|
4.1 |
|
|
|
43.8 |
| ||||
Currency |
|
(1.1 |
) |
2.7 |
|
5.0 |
|
2.4 |
| ||||
Organic |
|
8.1 |
|
4.1 |
|
1.6 |
|
17.2 |
| ||||
Total Non-GAAP Adjustments: |
|
7.0 |
|
10.9 |
|
6.6 |
|
63.4 |
| ||||
Non-GAAP Revenue |
|
$ |
53.1 |
|
$ |
46.1 |
|
$ |
188.6 |
|
$ |
182.0 |
|
Organic Revenue Growth |
|
17.6 |
% |
11.6 |
% |
0.9 |
% |
14.5 |
% |
The Company adopted Accounting Standards Codification (ASC) 606 as of January 1, 2018 under the modified retrospective approach. Accordingly, the 2017 revenue amounts have not been restated to reflect ASC 606 and are presented for informational purposes only.