Bruker(BRKR) - 2020 Q4 - Annual Report

Part I Business Bruker develops and manufactures high-performance scientific instruments and analytical solutions across three core segments Our Business and Segments Bruker develops scientific instruments for analysis, organized into BSI Life Science, BSI NANO, and BEST segments - The company's technology platforms include magnetic resonance, mass spectrometry, X-ray, atomic force microscopy, optical microscopy, and infrared/Raman spectroscopy[10] - For financial reporting, the Bruker BioSpin and Bruker CALID operating segments are aggregated into the BSI Life Science reportable segment due to similar economic and operational characteristics[11] - In 2020, the Bruker BioSpin Group successfully established GHz class NMR systems, achieving customer acceptance on three 1.2 GHz systems[14] - In 2020, the Bruker CALID Group launched new molecular diagnostic assays for SARS-CoV-2 testing to diagnose COVID-19 infection[21] - The BSI NANO Segment acquired Canopy Biosciences LLC in 2020, a manufacturer of high multiplex biomarker imaging tools for immunology and proteomics research[28] Sales, Marketing, and Customers Bruker uses direct and indirect sales channels, with sales cycles varying by product type and revenues historically peaking in the fourth quarter - The sales cycle for academic and high-end research products is typically three to twenty-four months, while industrial products have a shorter cycle of two weeks to six months[38] - Revenues are historically higher in the fourth quarter and lower in the first quarter, influenced by customer budgeting cycles[39] - The company has a broad customer base, with no single customer accounting for more than 10% of revenue in the last three fiscal years[41] Competition Bruker faces significant competition from established companies across its segments, with key factors including technology, product specifications, and cost-effectiveness - The company competes in multiple, highly competitive markets characterized by a trend towards consolidation[42] - BSI Life Science Segment competitors include JEOL, Oxford Instruments, Danaher, Agilent, Thermo Fisher Scientific, and Biomerieux[43] - BSI NANO Segment competitors include Rigaku, Oxford Instruments, Agilent, Thermo Fisher Scientific, PANalytical, and Danaher's Leica business[44] - BEST Segment competes with Luvata, Western Superconducting Technologies Co., Ltd (WST), and Jastec Co., Ltd in low temperature superconducting materials[46] Operations and R&D Bruker operates ISO-certified manufacturing facilities globally, relies on limited suppliers, and invests heavily in R&D for product enhancement and innovation - Key manufacturing and testing facilities are located in Germany, Switzerland, France, the U.S., and Malaysia. The company relies on a limited group of suppliers for certain critical components[47] - R&D efforts are focused on enhancing system performance, improving reliability, and developing new products and solutions[48] - Recent technological innovations include the AvanceTM NEO 1.2 GHz NMR system, the timsTOF mass spectrometer, and advanced fluorescence microscopy platforms for neuroscience research[50][51] Intellectual Property and Regulation Bruker protects its competitive position through patents and trade secrets, while complying with extensive government regulations including FDA requirements for medical devices - The company's intellectual property strategy relies on patents, trade secrets, know-how, and trademarks, protected by confidentiality agreements with employees and partners[54] - Bruker's products are subject to FDA regulations for electronic radiation-emitting products, requiring safety reports and record-keeping[56] - Certain clinical products are regulated as medical devices in the U.S. by the FDA and by similar bodies in other countries, requiring premarket review and clearance (e.g., 510(k) process)[58] - The company must comply with the European Union's new IVD Regulation (EU) 2017/746 by May 2022, which imposes stricter requirements for clinical evidence and post-market follow-up[60] Backlog and Human Capital Bruker's system backlog increased to $2,006.7 million in 2020, with a majority expected to be filled in 2021, and its global workforce grew to 7,400 employees System Backlog (2019-2020) | Year End | Backlog (in millions) | | :--- | :--- | | 2020 | $2,006.7 | | 2019 | $1,855.3 | - Approximately 67.3% of the backlog as of December 31, 2020 is anticipated to be filled in 2021[62] Employees by Functional Area (2019-2020) | Functional Area | 2020 Employees | 2019 Employees | | :--- | :--- | :--- | | Production and distribution | 3,570 | 3,505 | | Selling and marketing | 1,770 | 1,740 | | Research and development | 1,235 | 1,205 | | General and administrative | 825 | 780 | | Total | 7,400 | 7,230 | Risk Factors The company faces risks from the COVID-19 pandemic, international sales, rapid technological change, supply chain dependencies, regulatory compliance, and concentrated ownership - The ongoing COVID-19 pandemic is expected to continue to adversely affect financial conditions and results of operations in fiscal 2021 due to disruptions in travel, business closures, and reduced customer capital expenditures[69][71] - A significant portion of revenue (77% in 2020) comes from international sales, exposing the company to risks such as currency fluctuations, tariffs, political instability, and complex foreign laws like GDPR[76][78] - The company operates in markets with rapid technological change, making its products vulnerable to obsolescence if it fails to innovate and keep pace with new technologies[87] - Operations depend on a limited number of suppliers for critical components, such as optical detectors and focal plane array detectors, creating risks of supply delays, price increases, and reduced control over quality[120] - The company is subject to extensive government regulation, including FDA rules for medical devices and export control laws, where non-compliance could result in fines, penalties, or suspension of business activities[135][137] - Ownership is highly concentrated, with Laukien family members owning approximately 31% of outstanding common stock, which could influence corporate matters and affect share price volatility[112] Unresolved Staff Comments There are no unresolved staff comments - Not applicable[146] Properties Bruker's principal manufacturing, R&D, and administrative facilities are well-maintained and located across the U.S., Europe, and Asia Principal Facilities | Location | Principal Use | Relationship | | :--- | :--- | :--- | | Rheinstetten, Germany | Manufacturing, R&D, Sales, Admin | Owned | | Ettlingen, Germany | Manufacturing, R&D, Sales, Admin | Owned | | Faellanden, Switzerland | Manufacturing, R&D, Sales, Admin | Owned/Leased | | Wissembourg, France | Manufacturing, R&D, Sales, Admin | Owned | | Bremen, Germany | Manufacturing, R&D, Sales, Admin | Owned | | Karlsruhe, Germany | Manufacturing, R&D, Sales, Admin | Owned | | Santa Barbara, CA, U.S.A. | Manufacturing, R&D, Sales, Admin | Owned | Legal Proceedings The company is involved in various lawsuits, including patent infringement cases, but does not expect a material financial impact - The company is currently defending against a patent infringement lawsuit from Carl Zeiss Microscopy GmbH related to a specific Luxendo product category[127][451] - The company is also defending against a patent infringement lawsuit from Micromass UK Limited (Waters Corporation) related to its timsTOF product line[129][451] Mine Safety Disclosures This item is not applicable - Not applicable[152] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Bruker's common stock trades on Nasdaq, with a target annual dividend of $0.16 per share, and the company repurchased $123.2 million in shares during 2020 - The company's common stock is traded on the Nasdaq Global Select Market under the symbol "BRKR"[155] - Bruker targets a quarterly cash dividend of $0.04 per share, amounting to $0.16 per share annually[156] - In 2020, the company repurchased 2,711,952 shares of common stock for approximately $123.2 million under its 2019 Repurchase Program[162] - The share repurchase program, authorizing up to $300.0 million in purchases, expires on May 13, 2021. As of February 25, 2021, $5.3 million remained available for repurchase[161] Reserved This item is reserved - Item 6 is reserved[163] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2020, revenue decreased 4.1% to $1,987.5 million due to COVID-19, impacting margins and EPS, yet free cash flow increased significantly due to strong collections Results of Operations In 2020, total revenue decreased 4.1% to $1,987.5 million, operating income fell 17.5%, and diluted EPS was $1.02, primarily due to the COVID-19 pandemic Consolidated Results Summary (2020 vs. 2019) | Metric | 2020 (in millions) | 2019 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $1,987.5 | $2,072.6 | (4.1)% | | Gross Profit | $939.8 | $995.3 | (5.6)% | | Operating Income | $248.3 | $300.9 | (17.5)% | | Net Income (to Bruker) | $157.8 | $197.2 | (20.0)% | | Diluted EPS | $1.02 | $1.26 | (19.0)% | Segment Revenue (2020 vs. 2019) | Segment | 2020 Revenue (in millions) | 2019 Revenue (in millions) | % Change | | :--- | :--- | :--- | :--- | | BSI Life Science | $1,253.9 | $1,244.9 | 0.7% | | BSI Nano | $556.1 | $632.7 | (12.1)% | | BEST | $189.5 | $209.9 | (9.7)% | - The decline in 2020 revenue was primarily due to the COVID-19 pandemic, which impacted customer operations and global demand for instrumentation and superconductors[186] - In 2019, revenue grew 9.3% compared to 2018, driven by acquisitions and organic growth of 5.7%[205] Liquidity and Capital Resources As of December 31, 2020, Bruker held $731.8 million in cash, with operating cash flow increasing to $332.2 million, and total debt at $844.5 million Cash Flow Summary (in millions) | Cash Flow Activity | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | $332.2 | $213.4 | $239.7 | | Net cash used in investing activities | ($192.7) | ($158.4) | ($123.4) | | Net cash (used in) provided by financing activities | ($161.6) | $300.0 | ($112.4) | - Cash, cash equivalents, and short-term investments totaled $731.8 million at year-end 2020, with $514.9 million held by foreign subsidiaries[229] - In 2020, the company used $123.2 million for share repurchases and $24.6 million for dividend payments[236] - Total debt outstanding was $844.5 million as of December 31, 2020, with no amount outstanding under the $600 million revolving credit facility[242][399] Quantitative and Qualitative Disclosures About Market Risk Bruker faces market risks from foreign currency fluctuations, interest rates, and commodity prices, mitigated by derivative instruments and hedging strategies - A substantial portion of revenues are generated in international markets, particularly Europe and Japan, exposing the company to foreign currency exchange rate fluctuations[260] Revenue by Geography (2020) | Region | Revenue (in millions) | % of Total | | :--- | :--- | :--- | | United States | $455.9 | 22.9% | | Europe | $764.7 | 38.5% | | Asia Pacific | $629.1 | 31.7% | | Rest of world | $137.8 | 6.9% | - The company uses cross-currency and interest rate swap agreements to hedge variability on its Euro and Swiss Franc denominated net asset investments[263] - The company is exposed to commodity price risk for raw materials like copper and niobium-tin and uses commodity hedge contracts to minimize volatility[267] Financial Statements and Supplementary Data This section presents Bruker's consolidated financial statements for 2020, including auditor reports, balance sheets, income statements, cash flows, and comprehensive notes - The Report of Independent Registered Public Accounting Firm states that the financial statements are presented fairly and that the company maintained effective internal control over financial reporting as of December 31, 2020[273] - The auditor identified the Goodwill Impairment Assessment for a reporting unit in the BSI NANO Segment as a Critical Audit Matter due to the significant management judgment involved in estimating fair value[281][282] Notes to Consolidated Financial Statements The notes detail Bruker's accounting policies, including revenue recognition, acquisitions, goodwill, debt structure, income taxes, leases, and segment performance - Revenue is recognized upon transfer of control, which generally occurs at shipment or, for certain systems, upon customer acceptance after installation. For contracts with multiple elements, the price is allocated based on standalone selling prices[335][337] - In 2020, the company acquired Canopy Biosciences for $24.2 million plus potential contingent consideration. In 2019, it acquired Rave LLC for $52.2 million plus potential contingent consideration[370][374] - As of Dec 31, 2020, Goodwill was $320.4 million, with the largest portion ($228.0 million) allocated to the BSI NANO segment. Net intangible assets were $229.1 million[391][395] - Total debt was $844.5 million as of Dec 31, 2020, consisting primarily of senior notes and a term loan. The company also has a $600 million revolving credit facility[399] - The effective tax rate was 28.5% in 2020, down from 29.4% in 2019, primarily due to changes in jurisdictional income mix and electing the GILTI high-tax exemption[428] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosure - None[488] Controls and Procedures Management concluded that Bruker's disclosure controls and internal control over financial reporting were effective as of December 31, 2020 - The CEO and CFO concluded that disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020[489] - Management concluded that internal control over financial reporting was effective as of December 31, 2020[490] Other Information There is no other information to report - None[494] Part III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2021 Proxy Statement - The information required by this item is incorporated by reference from the registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders[497] Executive Compensation Information regarding executive compensation is incorporated by reference from the 2021 Proxy Statement - The information required by this item is incorporated by reference from the registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders[498] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information is incorporated by reference, with 2,661,228 securities issuable under approved equity compensation plans as of December 31, 2020 - The information required by this item is incorporated by reference from the registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders[499] Equity Compensation Plan Information as of December 31, 2020 | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | 2,661,228 | $29.65 | 6,599,781 | | Not approved by security holders | N/A | N/A | N/A | Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2021 Proxy Statement - The information required by this item is incorporated by reference from the registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders[501] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2021 Proxy Statement - The information required by this item is incorporated by reference from the registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders[502] Part IV Exhibits, Financial Statements and Schedules This section lists financial statements, schedules, and exhibits, including corporate governance documents and material contracts, filed as part of the Form 10-K - The financial statements required by this item are filed as part of this report under Item 8[505] - A list of exhibits filed with the report is provided, including the Restated Certificate of Incorporation, Amended and Restated Bylaws, various credit and note purchase agreements, and executive compensation plans[507][509][511] Form 10-K Summary This item is not applicable - Not Applicable[513]