Bruker(BRKR) - 2023 Q4 - Annual Report

Part I Item 1 Business Bruker Corporation develops, manufactures, and distributes high-performance scientific instruments and analytical/diagnostic solutions for life science and materials analysis - Bruker's products are used to detect, measure, and visualize structural characteristics of chemical, biological, and industrial material samples[141] - The company's solutions address needs in life science research, pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro diagnostics, nanotechnology, and materials science research[141] - Key product lines include MALDI Biotyper for rapid pathogen identification, DNA test strips, fluorescence-based PCR technology, and field analytical systems for CBRNE detection[141] - Bruker Corporation develops, manufactures, and distributes high-performance scientific instruments and analytical/diagnostic solutions for life science and materials analysis[141] - The company's technology platforms include magnetic resonance, mass spectrometry, X-ray, atomic force microscopy, fluorescence optical microscopy, and infrared/Raman molecular spectroscopy[141] - Bruker operates through four reportable segments: BSI BioSpin, BSI CALID, BSI Nano, and Bruker Energy & Supercon Technologies (BEST)[144] Our Business Bruker specializes in high-performance scientific instruments and analytical/diagnostic solutions, enabling customers to explore life and materials at microscopic, molecular, and cellular levels - Bruker's products are used to detect, measure, and visualize structural characteristics of chemical, biological, and industrial material samples[141] - The company's solutions address needs in life science research, pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro diagnostics, nanotechnology, and materials science research[141] - Key product lines include MALDI Biotyper for rapid pathogen identification, DNA test strips, fluorescence-based PCR technology, and field analytical systems for CBRNE detection[141] Business Segments Bruker's business is segmented into BSI BioSpin, BSI CALID, BSI Nano, and BEST, each focusing on distinct scientific instrumentation and solutions - BSI BioSpin Segment focuses on magnetic resonance technology (NMR, EPR, MRI, MPI, PET, SPECT, CT) for structural proteomics, drug discovery, and materials science[142][146] - BSI CALID Segment offers mass spectrometry (MALDI-TOF, ESI-TOF, MRMS, ITMS, GC-MS, LC-MS) and molecular spectroscopy (FT-IR, NIR, PCR, Raman) for life sciences, chemical, applied, and microbiology markets[7][154][155][159][161] - BSI Nano Segment provides X-ray instruments (XRD, XRF, SC-XRD, µCT), atomic force microscopy (AFM), optical fluorescence microscopy (FM), and metrology systems (SOM, TMT, NanoIR, Alicona, Canopy, BCA) for materials analysis, nanotechnology, and life science applications[10][162][163] - BEST Segment designs and manufactures superconducting materials and devices, primarily low-temperature superconductors, for MRI, NMR, fusion energy, and 'big science' research[15][164] Sales and Marketing Bruker employs a diversified sales and marketing strategy, utilizing direct sales forces and indirect channels, with sales cycles varying by product complexity - Bruker maintains direct sales forces in North America, Europe, China, Japan, and other Asia Pacific regions, complemented by indirect channels (distributors, independent sales representatives) globally[153] - Sales cycles range from 2 weeks to 6 months for industrial products, 3 to 24 months for academic and high-end research products, and over a year for high-end NMR and superconducting devices[153] - No single customer accounted for more than 10% of revenue or accounts receivable in the last three fiscal years through December 31, 2023[14] Competition Bruker operates in highly competitive markets across its segments, facing established companies with significant resources, driven by technology, expertise, and cost-effectiveness - BSI BioSpin competes with companies like JEOL, PerkinElmer Inc., Mediso, Trifoil, MR Solutions, QOne Instruments, Ciqtek, Magritek, and Nanalysis in magnetic resonance and preclinical imaging[24] - BSI CALID competes with Danaher, Agilent, GE-Healthcare, Waters, Thermo Fisher Scientific, Shimadzu, Hitachi, JEOL, Biomerieux, PerkinElmer, Foss, ABB Bomem, Buchi, Horiba, Rigaku, Jasco, and Smiths Detection in mass spectrometry, molecular spectrometry, and microbiology[17] - BSI Nano competes with Rigaku, Oxford Instruments, Agilent, Thermo Fisher Scientific, Ametek's Spectro and Edax divisions, PANalytical, Park Systems, Olympus, Nikon, Zeiss, and Danaher's Leica business in analytical X-ray, OES, AFM, SOM, and optical fluorescence systems[18] - BEST competes with Western Superconducting Technologies Co., Ltd. (WST), Luvata, Jastec Co., Ltd., Zanon, Mitsubishi Electric, AES, Thales, Toshiba, and CPI International in superconducting materials and accelerator components[19] Manufacturing and Suppliers Bruker manufactures and tests products globally, relying on in-house critical component manufacturing and outsourcing, with some limited or single-source suppliers - Bruker's manufacturing facilities are located in Switzerland, France, Germany, Belgium, Malaysia, California (USA), New Jersey (USA), and Israel[26] - Several manufacturing facilities are certified under ISO 9001:2008 and ISO 13485 international quality standards[26] - The company relies on a limited group or single-source suppliers for critical components such as charge coupled device area detectors, X-ray tubes, robotics, and infrared optics[22] Research and Development Bruker invests significantly in R&D to enhance existing products and develop new solutions, focusing on core technologies like magnetic resonance and mass spectrometry - Bruker commits substantial capital and resources to internal and collaborative R&D projects to provide innovative products and solutions[27] - BSI BioSpin R&D focuses on NMR, EPR, MRI, MPI, PET, and CT technologies, with recent innovations including ultra-high-field NMR and benchtop Fourier NMR platforms[28][33] - BSI CALID R&D maintains competencies in MALDI, ESI, EI/CI ion source, TOF, ion traps, MRMS, quadrupole, IMS analyzers, bioinformatics, FT-IR, NIR, and Raman, with recent projects including the timsTOF mass spectrometer[34] - BSI Nano R&D focuses on X-ray, AFM, and fluorescence microscopy technologies, with recent projects including simultaneous all-optical stimulation and imaging platforms for neuroscience and light sheet cell microscopy systems[35][36] - BEST R&D maintains technical competencies in low and high-temperature superconducting materials and devices[32][43] Intellectual Property Bruker's intellectual property portfolio, including patents, copyrights, and trade secrets, is a strategic priority, actively filed and enforced to maintain competitive advantage - Intellectual property consists of patents, copyrights, trade secrets, know-how, and trademarks, which are a strategic priority due to the time and expense of product development[37] - The company has a substantial patent portfolio and intends to file additional applications and enforce its patent rights against infringers[37] - Confidentiality agreements are required for employees, consultants, and scientific advisors to protect trade secrets and proprietary information[37] Government Contracts Bruker is involved in government contracts where the government may receive license rights to developed IP, but Bruker generally retains non-exclusive rights - Bruker is a party to various government contracts, under which the government may receive license or similar rights to intellectual property developed[38] - The company generally retains at least non-exclusive rights to items or technologies developed under these grants[38] - No single government contract is of such magnitude that its renegotiation or termination would have a material adverse effect on financial results[38] Government Regulation Bruker's products and operations are subject to extensive environmental, FDA, and international medical device regulations, requiring compliance with various standards - Bruker's products are subject to FDA requirements for electronic radiation-emitting products, including record-keeping, reporting, labeling, and performance standards[39] - Certain clinical products are regulated as medical devices by the FDA in the U.S. and similar bodies internationally, requiring premarket review and compliance with quality system regulations[45] - The MALDI Biotyper CA system requires FDA 510(k) clearance, and IVD-CE Certified MALDI BioTyper system is regulated under EU Directive 98/79/EC and Regulation (EU) 2017/746[45] Backlog Bruker's total remaining performance obligations (backlog) decreased modestly in 2023, primarily due to lower BEST order bookings, indicating short-term revenue performance Total Remaining Performance Obligations (Backlog) | Year | Amount (millions) | | :--- | :---------------- | | 2023 | $2,226.7 | | 2022 | $2,258.8 | - The modest decrease in backlog in 2023 was primarily driven by lower BEST segment order bookings[56] - Backlog is indicative of short-term revenue performance, but not necessarily long-term, due to historical seasonality with stronger fourth-quarter revenues[56] Human Capital Bruker is committed to attracting, developing, and retaining top talent through a challenging work environment, competitive compensation, and a focus on diversity and safety Full-time Employees Worldwide by Year | Year | Number of Employees | | :--- | :------------------ | | 2023 | 9,707 | | 2022 | 8,525 | Employees by Functional Area (2023 vs. 2022) | Functional Area | 2023 | 2022 | | :---------------------- | :---- | :---- | | Production and distribution | 4,469 | 3,990 | | Selling and marketing | 2,313 | 2,070 | | General and administrative | 1,174 | 985 | | Research and development | 1,751 | 1,480 | | Total | 9,707 | 8,525 | - Bruker implements initiatives to increase diversity and inclusion, including programs supporting all genders in the workplace and unconscious bias training for talent acquisition professionals[49][50][53][57] - Employee health and safety is a top priority, with programs like wellness initiatives, ergonomic adjustments in production, and a 'Caught Doing the Right Thing' recognition program for safety and quality[54][64] Available Information Bruker makes its annual, quarterly, and current reports, along with proxy statements, available free of charge on its website and through the SEC's website - Bruker's website (www.bruker.com) provides corporate governance documents and the Code of Conduct[65] - Annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments are available free of charge on the company's website and the SEC's website (www.sec.gov)[65](index=65&type=chunk) Item 1A Risk Factors Bruker's business faces numerous risks, including supply chain disruptions, economic instability, intense competition, and regulatory compliance challenges - Key risks include supply chain issues, unfavorable economic/political conditions, international sales risks, product market acceptance, rapid technological change, and declines in research spending[66] - Operational risks involve manufacturing disruptions, long-term government contracts (for CBRNE products), debt impact on cash flow, loss of strategic partners, and reliance on limited suppliers[66] - Intellectual property protection, product liability claims, environmental regulations, and cybersecurity failures are significant legal and regulatory risks[66] Risk Factor Summary This section provides a high-level overview of risks that could materially affect Bruker's business and financial results, including supply chain, economic, and political instability - Supply chain issues, including increased demand for components and production delays, could lead to significant additional costs and manufacturing inefficiencies[66][69] - Unfavorable economic or political conditions, global economic conditions, and geopolitical tensions (e.g., Middle East, China, Russia-Ukraine conflict) can adversely impact business results and financial condition[61][62][66][75][76] - A significant portion of revenue comes from international sales, exposing the company to operational risks in foreign countries[66][70][77] Risks Related to Our Business and Industry Bruker's business and industry risks include global economic instability, supply chain disruptions, intense competition, and declines in life and material science research spending - Supply chain interruptions, component shortages (e.g., microelectronic components), and increased material costs can lead to significant additional costs and manufacturing inefficiencies[69] - International sales accounted for approximately 74% of total consolidated revenue in 2023, exposing the company to risks like foreign currency fluctuations, regulatory changes, tariffs, and political instability[70] - The market for discovery and analysis tools is characterized by rapid technological change, posing a risk of product obsolescence if Bruker fails to continually innovate[74][101] - Competition is substantial and increasing, with competitors potentially developing more effective or commercially attractive products, leading to pricing pressure[80][82][102] - Any reduction in capital resources or government funding for life and material science research could significantly decrease sales[83][103] - Disruptions at manufacturing facilities (e.g., war, labor unrest, natural disasters) could adversely affect business, revenue generation, and new orders[84][104] - CBRNE detection products face additional risks, including lengthy product development and contract negotiation periods, and potential for significant losses if costs are inaccurately predicted[85][86] - The company's debt of approximately $1,282.8 million as of December 31, 2023, may adversely affect cash flow and restrict investment opportunities, with a majority of cash held by foreign subsidiaries[87][107] - Changes in effective income tax rates due to interpretations of tax laws, changes in rates, or outcomes of examinations could negatively impact earnings and cash flow[89][108] - Quarterly results are unpredictable and fluctuate due to factors like sales timing, pricing changes, R&D expenses, and global economic conditions, potentially affecting stock price[92][93][111][114] - High concentration of share ownership (Laukien family owning ~33%) could cause stock price volatility and influence shareholder approval matters[94][115] - Loss of key personnel or inability to attract and retain talent could affect growth, as the company is highly dependent on senior management and specialized technical staff[116] - Dividends on common stock could be reduced or eliminated in the future to fund investments, share repurchases, or conserve capital[97][121] - Goodwill, intangible assets, and other long-lived assets are subject to impairment, which could negatively impact operating results if future cash flow estimates or assumptions change[100] Risks Related to Our Dependence on Third Parties Bruker faces risks from reliance on distributors, strategic partners, and limited suppliers, where issues could impair sales, disrupt manufacturing, and impact profitability - Loss of strategic partners could impair marketing and sales efforts, as the company relies on them for product distribution and market access[117][122] - Sales through distributors and other third parties expose the company to risks like competitive pressure, credit risks, and compliance risks (e.g., FCPA violations)[99][118] - Dependence on contract manufacturing for certain processes means failures by manufacturers could delay products, damage reputation, and result in lower revenues[119][314] - Operations are dependent on a limited number of suppliers for components, leading to risks of delays, reduced control over pricing/quality, and potential supply shortages[315] - Supply shortages and increasing prices of raw materials (e.g., copper, steel, niobium-titanium, liquid helium) could adversely affect gross profit and production costs[317][327] Risks Related to Our Intellectual Property Rights Bruker's success depends on protecting its intellectual property and avoiding infringement, as failure could impair its competitive position and financial performance - Inability to effectively protect intellectual property (patents, trade secrets, know-how) could allow third parties to use Bruker's technology, impairing competitiveness[319][328][329] - The company's success depends on avoiding infringement or misappropriation of others' proprietary rights, which can be difficult given the confidentiality of patent applications[318][357] - Involvement in lawsuits to protect or enforce patents can be expensive, time-consuming, and, if determined adversely, could negatively affect patent position[358] Risks Related to Legal, Regulatory and Compliance Bruker is exposed to legal, regulatory, and compliance risks, including product liability, environmental laws, and extensive government regulations, potentially leading to liabilities - Manufacture and sale of products could lead to product liability claims, especially for CBRNE detection products or medical devices like MALDI Biotyper, potentially resulting in substantial liability[320][359] - Subject to federal, state, foreign, and local environmental laws and regulations governing hazardous materials, potentially imposing significant compliance or remediation costs[332][360] - Operations are subject to extensive government regulation, including U.S. and non-U.S. export controls, sanctions, customs, and anti-bribery laws (e.g., FCPA)[333][361] - FDA requirements for electronic radiation-emitting products and medical devices (e.g., MALDI Biotyper) impose strict regulations on product activities from design to marketing, with non-compliance risking warning letters, fines, and product recalls[362] General Risks Factors Bruker's general risks include challenges in integrating acquired businesses and potential strains from its entrepreneurial, decentralized operating model - Successful integration of acquired businesses involves risks such as coordinating geographically separate organizations, integrating personnel, and managing financial and management systems[325][336][364] - Acquisitions can result in unexpected significant costs, including disputes over contingent consideration and potential impairment of goodwill or intangible assets[365] - Operating as an entrepreneurial, decentralized company presents risks, including potential strain on business group resources and corporate functions, and challenges in detecting/reacting to compliance matters[68][324] - Provisions in corporate charter and bylaws, as well as Delaware law, could make it difficult for other companies to acquire Bruker, even if beneficial to shareholders[337] Item 1B Unresolved Staff Comments This section states that there are no unresolved staff comments from the SEC - No unresolved staff comments are applicable[338][366] Item 1C Cybersecurity Bruker's Board Audit Committee oversees cybersecurity risks, supported by an Information Security Incident Response Plan and a global Incident Response Team - The Board's Audit Committee oversees cybersecurity threats and management's monitoring and control steps[339] - Bruker has an Information Security Incident Response Plan (IRP) and a global Information Security Incident Response Team (ISIRT) for coordinated responses to cybersecurity incidents[339][340] - The ISIRT includes internal subject-matter experts and engages specialized third-party consultants for application/network security, risk management, and incident investigations[340][342] - As of December 31, 2023, no identified risk required activation of the ISIRT[341] Item 2 Properties Bruker maintains principal manufacturing, R&D, and administrative facilities globally, which are believed to be well-maintained and adequate for current business needs - Bruker's principal facilities are located in Germany (Ettlingen, Bremen, Karlsruhe, Berlin, Nehren, Bergisch Gladbach, Hanau), Switzerland (Faellanden), France (Wissembourg), USA (Santa Barbara, Del Ray Beach, Emeryville, Billerica, Carteret), Austria (Graz), Malaysia (Penang), and Israel (Migdal HaEmek)[369] - These facilities are used for manufacturing, research and development, application and demonstration, marketing, sales, and administration[369] - The company believes its existing principal facilities are well maintained, in good operating condition, and adequate for foreseeable business needs[344] Item 3 Legal Proceedings Bruker is involved in routine lawsuits and governmental investigations, which are not currently expected to have a material impact on its business or financial statements - Bruker is involved in lawsuits, claims, and proceedings, including patent and commercial matters, arising in the ordinary course of business[346] - No pending matters are currently believed to have a material impact on the business or consolidated financial statements[346] - The company is subject to governmental investigations concerning regulatory, marketing, and other business practices, which could result in civil/criminal proceedings, fines, or administrative remedies[346] Item 4 Mine Safety Disclosures This section states that mine safety disclosures are not applicable to Bruker Corporation - Mine safety disclosures are not applicable[347][371] Part II Item 5 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Bruker's common stock trades on Nasdaq, with a dividend policy and an active share repurchase program to return capital to shareholders - Bruker Corporation's common stock is traded on the Nasdaq Global Select Market under the symbol 'BRKR'[349] - As of February 6, 2024, there were approximately 67 holders of record of the common stock[349] Market Prices Bruker's common stock is listed on the Nasdaq Global Select Market, and the company has maintained a consistent dividend policy - Bruker's common stock is traded on the Nasdaq Global Select Market under the symbol 'BRKR'[349] - The company established a dividend policy in February 2016 with an initial quarterly cash dividend of $0.04 per share[372] - Starting in 2022, the quarterly cash dividend increased to $0.05 per share, and this rate was approved for the first quarter of 2024[372] Dividends Bruker has a dividend policy targeting $0.20 per share annually, payable quarterly, though future payments are subject to Board approval - The company's dividend policy targets a $0.20 per share cash dividend per annum, payable in equal quarterly installments[236] - In February 2024, the Board declared a quarterly dividend of $0.05 per share, payable in March 2024[97][236] - Future dividend payments are subject to Board determination and may be reduced or eliminated to fund investments, share repurchases, or conserve capital[97][236] Stock Price Performance Graph The stock price performance graph compares Bruker's cumulative total return over five years against relevant market indices, assuming a $100 initial investment - The graph compares Bruker's cumulative total return against the Nasdaq US Benchmark TR Index and the SIC Code 3826 Laboratory Analytical Instruments Index[390] - The presentation assumes a $100 investment on December 31, 2018, with dividends immediately reinvested[390] Cumulative Total Return Index (2018-2023) | Index | 2018 ($) | 2019 ($) | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | | :---------------------------------------- | :------- | :------- | :------- | :------- | :------- | :------- | | Bruker Corporation | 87.18 | 149.82 | 159.67 | 248.06 | 202.70 | 250.70 | | Nasdaq US Benchmark TR Index | 94.56 | 124.03 | 150.41 | 189.36 | 152.00 | 203.23 | | SIC Code 3826 Laboratory Analytical Instruments | 108.61 | 137.43 | 184.99 | 228.85 | 152.79 | 127.67 | Issuer Purchases of Securities Bruker actively repurchases its common stock through board-approved programs, with a new $500.0 million program approved in May 2023 - The 2021 Repurchase Program, authorizing up to $500.0 million, expired in May 2023 after $22.2 million in purchases during 2023[353][727] - A new $500.0 million 2023 Repurchase Program was approved in May 2023, under which $130.1 million was spent in 2023[235][353][412] - As of December 31, 2023, $369.9 million remains available for future purchases under the 2023 Repurchase Program[235][412] Issuer Purchases of Common Stock (Q4 2023) | Period | Total Shares Purchased | Average Price per Share ($) | Total Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ($) | | :------------------------ | :--------------------- | :-------------------------- | :--------------------------------------------------------------------- | :--------------------------------------------------------------------------------------- | | October 1—October 31, 2023 | — | — | — | 420,271,418 | | November 1—November 30, 2023 | 848,818 | 58.90 | 848,818 | 370,278,694 | | December 1—December 31, 2023 | 4,840 | 73.63 | 4,840 | 369,922,324 | | Total | 853,658 | 58.98 | 853,658 | 369,922,324 | Item 6 Reserved This section is reserved and contains no content Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a comprehensive analysis of Bruker's financial performance, condition, and changes for the fiscal year ended December 31, 2023 - Total revenue for 2023 increased by 17.1% to $2,964.5 million, driven by strong demand, pricing benefits, and acquisitions[395] - Diluted EPS for 2023 was $2.90, an increase of $0.91 from $1.99 in 2022, primarily due to higher net income and a bargain purchase gain from the PhenomeX acquisition[395] - Free cash flow for 2023 was $243.2 million, a $98.0 million increase from 2022, attributed to improved working capital and lower capital expenditures[395] Non-GAAP Measures Bruker uses non-GAAP financial measures like organic revenue and free cash flow to provide supplemental information on performance, excluding specific adjustments - Organic revenue, a non-GAAP measure, increased by $366.4 million (14.5%) in 2023, excluding foreign exchange rate movements and acquisitions[395] Non-GAAP Gross Profit and Margin (2023 vs. 2022) | Metric | 2023 Amount (millions) | 2023 Margin (%) | 2022 Amount (millions) | 2022 Margin (%) | | :---------------------- | :--------------------- | :-------------- | :--------------------- | :-------------- | | GAAP Gross Profit | $1,513.3 | 51.0 | $1,305.7 | 51.6 | | Non-GAAP Adjustments | | | | | | Restructuring costs | 3.5 | 0.1 | 0.9 | — | | Acquisition-related costs | 2.5 | 0.1 | 0.4 | — | | Purchased intangible amortization | 24.3 | 0.9 | 18.3 | 0.8 | | Other costs | 4.0 | 0.1 | 4.8 | 0.2 | | Non-GAAP Gross Profit | $1,547.6 | 52.2 | $1,330.1 | 52.6 | Non-GAAP Operating Income and Margin (2023 vs. 2022) | Metric | 2023 Amount (millions) | 2023 Margin (%) | 2022 Amount (millions) | 2022 Margin (%) | | :---------------------- | :--------------------- | :-------------- | :--------------------- | :-------------- | | GAAP Operating Income | $436.9 | 14.7 | $432.7 | 17.1 | | Non-GAAP Adjustments | | | | | | Restructuring costs | 22.3 | 0.8 | 4.8 | 0.2 | | Acquisition-related costs | 19.3 | 0.7 | 19.7 | 0.8 | | Purchased intangible amortization | 47.1 | 1.6 | 37.1 | 1.5 | | Other costs | 20.7 | 0.6 | 11.3 | 0.4 | | Non-GAAP Operating Income | $546.3 | 18.4 | $505.6 | 20.0 | Free Cash Flow (2023 vs. 2022) | Metric | 2023 Amount (millions) | 2022 Amount (millions) | | :----------------------------------- | :--------------------- | :--------------------- | | Net cash provided by operating activities | $350.1 | $274.4 | | Less: purchases of property, plant and equipment | ($106.9) | ($129.2) | | Free cash flow | $243.2 | $145.2 | Overview Bruker experienced significant revenue growth in 2023, driven by demand and acquisitions, with improved diluted EPS and free cash flow Consolidated Revenue (2023 vs. 2022) | Metric | 2023 Amount (millions) | 2022 Amount (millions) | Dollar Change (millions) | Percentage Change (%) | | :---------- | :--------------------- | :--------------------- | :----------------------- | :-------------------- | | Total Revenue | $2,964.5 | $2,530.7 | $433.8 | 17.1 | - Revenue increase included approximately $11.2 million from favorable foreign exchange rates and $56.2 million from acquisitions[395] - GAAP gross profit margin decreased from 51.6% in 2022 to 51.0% in 2023, primarily due to unfavorable foreign exchange impact, partially offset by mix, pricing, and acquisitions[395] Effective Tax Rates (2023 vs. 2022) | Year | Effective Tax Rate (%) | | :--- | :--------------------- | | 2023 | 21.6 | | 2022 | 28.1 | - The decrease in effective tax rate in 2023 was primarily due to the non-taxable nature of the bargain purchase gain from the PhenomeX acquisition[395] Diluted Earnings Per Share (2023 vs. 2022) | Year | Diluted EPS ($) | | :--- | :-------------- | | 2023 | 2.90 | | 2022 | 1.99 | - The increase in diluted EPS was driven by higher net income, including the bargain purchase gain from PhenomeX, and reduced diluted outstanding shares from repurchase activity[395] Results of Operations Bruker's consolidated results for 2023 show strong revenue growth across all segments, increased gross profit, and a significant bargain purchase gain Consolidated Results (2023 vs. 2022) | Metric | 2023 (millions) | 2022 (millions) | Dollar Change (millions) | Percentage Change (%) | | :------------------------------------------------------------------------------------------------------ | :-------------- | :-------------- | :----------------------- | :-------------------- | | Product revenue | $2,457.6 | $2,109.9 | $347.7 | 16.5 | | Service revenue | $493.8 | $414.6 | $79.2 | 19.1 | | Other revenue | $13.1 | $6.2 | $6.9 | 111.3 | | Total revenue | $2,964.5 | $2,530.7 | $433.8 | 17.1 | | Cost of product revenue | $1,165.2 | $984.0 | $181.2 | 18.4 | | Cost of service revenue | $285.9 | $240.8 | $45.1 | 18.7 | | Cost of other revenue | $0.1 | $0.2 | ($0.1) | (50.0) | | Total cost of revenue | $1,451.2 | $1,225.0 | $226.2 | 18.5 | | Gross profit | $1,513.3 | $1,305.7 | $207.6 | 15.9 | | Selling, general and administrative | $729.4 | $607.4 | $122.0 | 20.1 | | Research and development | $294.8 | $235.9 | $58.9 | 25.0 | | Other charges, net | $52.2 | $29.7 | $22.5 | 75.8 | | Total operating expenses | $1,076.4 | $873.0 | $203.4 | 23.3 | | Operating income | $436.9 | $432.7 | $4.2 | 1.0 | | Bargain purchase gain | $144.1 | — | $144.1 | | | Interest and other income (expense), net | ($36.8) | ($18.8) | ($18.0) | 95.7 | | Income before income taxes, equity in income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries | $544.2 | $413.9 | $130.3 | 31.5 | | Income tax provision | $117.7 | $116.4 | $1.3 | 1.1 | | Equity in income of unconsolidated investees, net of tax | $2.0 | $1.0 | $1.0 | 100.0 | | Consolidated net income | $428.5 | $298.5 | $130.0 | 43.6 | | Net income attributable to noncontrolling interests in consolidated subsidiaries | $1.3 | $1.9 | ($0.6) | (31.6) | | Net income attributable to Bruker Corporation | $427.2 | $296.6 | $130.6 | 44.0 | Revenue by Reportable Segment (2023 vs. 2022) | Segment | 2023 Revenue (millions) | 2022 Revenue (millions) | Dollar Change (millions) | Percentage Change (%) | | :---------- | :---------------------- | :---------------------- | :----------------------- | :-------------------- | | BSI BioSpin | $798.5 | $696.7 | $101.8 | 14.6 | | BSI CALID | $960.4 | $822.2 | $138.2 | 16.8 | | BSI Nano | $941.9 | $787.0 | $154.9 | 19.7 | | BEST | $280.7 | $237.1 | $43.6 | 18.4 | | Eliminations | ($17.0) | ($12.3) | ($4.7) | | | Total Revenue | $2,964.5 | $2,530.7 | $433.8 | 17.1 | - Geographically, North America revenue grew 11.4%, Asia Pacific increased by 22.9%, and European revenue increased by 16.9% in 2023 compared to 2022[399] - Selling, general and administrative expenses increased to 24.6% of total revenue in 2023 (from 24.0% in 2022) due to inflation and increased planned spending in sales and marketing capabilities[401] - Research and development expenses increased to 9.9% of total revenue in 2023 (from 9.3% in 2022) due to increased investment in R&D capabilities, especially Project Accelerate 2.0 initiatives[402] - Other charges, net, increased significantly to $52.2 million in 2023 (from $29.7 million in 2022), primarily due to acquisition-related charges, restructuring costs (PhenomeX acquisition), IT transformation costs, and long-lived asset impairments[403][427] - A bargain purchase gain of $144.1 million was recorded in Q4 2023 from the PhenomeX acquisition, reflecting the excess of identifiable net assets acquired over purchase consideration[404] - Interest and other income (expense), net, increased to ($36.8) million in 2023 (from ($18.8) million in 2022) due to impairment charges on minority investments and higher foreign currency exchange losses[430] Liquidity and Capital Resources Bruker's liquidity is strong, with existing cash and credit facilities expected to cover operating and investing needs, supported by increased operating cash flow - Existing cash and credit facilities, along with new note offerings and increased borrowing capacity, are expected to support operating and investing needs for at least the next twelve months[434] Cash Flows (2023 vs. 2022) | Cash Flow Activity | 2023 (millions) | 2022 (millions) | | :------------------------------------------------------ | :-------------- | :-------------- | | Net cash provided by operating activities | $350.1 | $274.4 | | Less: purchases of property, plant and equipment | ($106.9) | ($129.2) | | Free cash flow | $243.2 | $145.2 | - Operating cash flow increased in 2023 due to improved working capital performance and lower capital expenditures[395][409] - Cash used in investing activities in 2023 primarily resulted from acquisitions and advances ($226.6 million) and purchases of property, plant and equipment ($106.9 million)[409] - Net cash used in financing activities in 2023 was mainly due to share repurchases ($152.3 million) and dividend payments ($29.4 million)[409] - In February 2024, Bruker entered into new note purchase agreements for CHF 431.0 million (approx. $513 million) of senior notes and an amended credit agreement increasing the revolving facility to $900 million[435][453][454] - As of December 31, 2023, $398.4 million (81.6%) of cash, cash equivalents, and short-term investments were held by foreign subsidiaries[107][434] Critical Accounting Policies and Estimates Bruker's financial statements rely on critical accounting policies and estimates requiring significant judgment, including revenue recognition and impairment assessments - Critical accounting policies and estimates include revenue recognition, income taxes, goodwill, other intangible assets, and other long-lived assets[423][456][457][458][459] - Estimates are based on historical experience, current market and economic conditions, industry trends, and other reasonable assumptions[423] - For business combinations, identifiable assets acquired and liabilities assumed are measured at fair value, with any excess of fair value of acquired net assets over consideration resulting in a bargain purchase gain[460] - Goodwill and indefinite-lived intangible assets are evaluated for impairment annually or when circumstances indicate, requiring assumptions about future cash flows and discount rates[459] - Deferred tax assets and liabilities are recognized for temporary differences, with a valuation allowance established when realization is not more likely than not[425] Recent Accounting Pronouncements Bruker is evaluating the impact of recent accounting pronouncements, including those on income taxes and segment reporting, which require enhanced disclosures - ASU No. 2023-09 (Income Taxes) requires enhanced income tax disclosures, effective for annual reporting periods ending after December 15, 2024[569] - ASU No. 2023-07 (Segment Reporting) expands segment disclosures, requiring disclosure of significant segment expenses and interim disclosures, effective for annual reporting periods beginning after December 15, 2023[569] - ASU No. 2023-01 (Leases) provides guidance on common control arrangements; Bruker expects no material impact[569] - Bruker elected to apply ASU No. 2020-04 (Reference Rate Reform) for eligible contract modifications and hedging relationships through December 31, 2023[569] Item 7A Quantitative and Qualitative Disclosures About Market Risk Bruker is exposed to market risks from foreign currency fluctuations, interest rates, and commodity prices, managed through selective use of financial instruments - Bruker is exposed to market risks from changes in foreign currency translation rates, interest rates, and commodity prices[463] - The company uses sensitivity analysis to estimate market risk exposure, assuming a hypothetical 10% adverse change in market prices or rates[463] Foreign Currency Risk Bruker's international operations expose it to foreign currency exchange rate fluctuations, which are hedged using forward currency contracts and swap agreements - Foreign currency exchange rate movements increased 2023 revenue by approximately 0.4% and decreased 2022 revenue by 2.2%[443] - Net gains from currency translation adjustments were $15.1 million in 2023, compared to net losses of $22.0 million in 2022[443] - Foreign currency transaction net losses were $13.3 million in 2023 and $5.8 million in 2022[443] - Bruker uses forward currency contracts and cross-currency/interest rate swap agreements (notional value $139.1 million USD to CHF, $239.1 million USD to EUR as of Dec 31, 2023) to hedge foreign currency exposure[444] Revenue by Geography (2023 vs. 2022) | Region | 2023 Revenue (millions) | 2023 % of Total | 2022 Revenue (millions) | 2022 % of Total | | :------------ | :---------------------- | :-------------- | :---------------------- | :-------------- | | United States | $777.7 | 26.2% | $696.1 | 27.5% | | Europe | $981.2 | 33.1% | $839.3 | 33.2% | | Asia Pacific | $989.0 | 33.4% | $804.9 | 31.8% | | Rest of world | $216.6 | 7.3% | $190.4 | 7.5% | | Total revenue | $2,964.5 | 100.0% | $2,530.7 | 100.0% | Interest Rate Risk Bruker's interest rate risk primarily arises from variable rate debt, though fixed-rate debt limits exposure, and excess cash is invested in short-term instruments - Exposure to interest rate risk primarily relates to outstanding variable rate debt and adverse movements in market rates[445][466] - A higher level of fixed rate debt compared to variable rate debt limits exposure to adverse interest rate movements[445] - Excess cash is invested in short-term financial instruments from highly rated institutions to minimize market risk[445] Commodity Price Risk Bruker is exposed to commodity price risks for raw materials like copper and niobium-tin, which can affect production costs and profit margins - Bruker is exposed to commodity risks associated with prices for raw materials, particularly copper and niobium-tin, used in superconductor manufacturing[446][467] - Higher prices for these commodities can increase production costs and negatively affect profit margins[446] - The company periodically enters into commodity forward purchase contracts to minimize volatility in copper prices[446] - As of December 31, 2023, fixed price commodity contracts had notional amounts aggregating $8.4 million[446] Inflation Risk Bruker is subject to inflationary cost pressures across its global supply networks, impacting material and operating costs, potentially affecting financial results - Bruker is subject to inflationary cost pressures across global operating supply networks, impacting component, part, and raw material costs[447][468] - Inflation has increased selling, general and administrative expenses and may vary between countries[447] - Price increases implemented by the company may not fully offset the effects of inflation costs, potentially leading to a negative impact on financial results[76][447] Item 8 Financial Statements and Supplementary Data This section presents Bruker's audited consolidated financial statements, including balance sheets, income statements, and detailed notes for 2021-2023 Part III Item 10 Directors, Executive Officers and Corporate Governance Information regarding Bruker's directors, executive officers, and corporate governance is incorporated by reference from the 2024 Annual Meeting proxy statement - Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Annual Meeting of Shareholders proxy statement[2][265][269][280] - The full text of the Code of Conduct is published on the Investor Relations website (www.bruker.com)[269](index=269&type=chunk) Item 11 Executive Compensation Details on executive compensation are incorporated by reference from Bruker's definitive proxy statement for the 2024 Annual Meeting of Shareholders - Information on executive compensation is incorporated by reference from the 2024 Annual Meeting of Shareholders proxy statement[2][266][267] Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Information concerning security ownership of certain beneficial owners and management is incorporated by reference from the 2024 Annual Meeting proxy statement - Information on security ownership of certain beneficial owners and management is incorporated by reference from the 2024 Annual Meeting of Shareholders proxy statement[2][266][271] Item 13 Certain Relationships and Related Transactions, and Director Independence Details regarding certain relationships and related transactions, as well as director independence, are incorporated by reference from the 2024 Annual Meeting proxy statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Annual Meeting of Shareholders proxy statement[2][270][271] Item 14 Principal Accountant Fees and Services Bruker's independent registered public accounting firm is PricewaterhouseCoopers LLP, with further details on fees and services incorporated by reference - Bruker's independent registered public accounting firm is PricewaterhouseCoopers LLP, New York, NY, PCAOB ID 238[2][271] - Information on principal accountant fees and services is incorporated by reference from the 2024 Annual Meeting of Shareholders proxy statement[2][271] Part IV Item 15 Exhibits, Financial Statements and Schedules This section lists the financial statements, schedules, and exhibits filed as part of the 10-K report, including corporate documents and certifications - Financial statements and schedules required by this item are filed as part of this report under Item 8[282] - The exhibit index includes corporate documents (e.g., Restated Certificate of Incorporation, Amended and Restated Bylaws), incentive compensation plans, and various debt agreements[283][284][285][286][287] - Certifications by the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act are included as exhibits[274][287] Item 16 Form 10-K Summary This section indicates that a summary of the Form 10-K is provided - This section provides a summary of the Form 10-K[288] Signatures The report is signed by Bruker Corporation's authorized officers and directors, including the President, CEO, and Chairman, and the Executive VP and CFO - The report is signed on behalf of Bruker Corporation by authorized officers and directors[277][291] - Signatories include Frank H. Laukien, Ph.D. (President, CEO, and Chairman) and Gerald N. Herman (Executive VP and CFO)[278][279] - The signing date for the report is February 29, 2024[279][290]