What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-01 compared with 2020-03-27 · 33 added, 49 removed, 12 unchanged (87% of the section changed)

2 unchanged sentences

Our common stock is traded on the Nasdaq Global Select Market under the symbol “BRKR.”

As of March 20, 2020, there were approximately 100 holders of record of our common stock.

As of February 17, 2021, there were approximately 99 holders of record of our common stock.

This number does not include individual beneficial owners of shares held in nominee name or within clearinghouse positions of brokerage firms and banks.

Issuer Purchases of Equity Securities

In May 2019, our Board of Directors approved and we announced a share repurchase program under which repurchases of our common stock of up to $300.0 million may occur from time to time, in amounts, at prices, and at such times as we deem appropriate, subject to market conditions, legal requirements and other considerations (the “2019 Repurchase Program”).

In 2019, we repurchased 3,323,104 shares of common stock with an aggregate cost of approximately $142.3 million under the 2019 Repurchase Program.

Any future repurchases will be funded from cash on hand, future cash flows from operations and available borrowings under our revolving credit facility.

The remaining authorization under the 2019 Repurchase Program is $157.7 million as of March 20, 2020.

The 2019 Repurchase Program expires May 13, 2021 and can be suspended, modified or terminated at any time without prior notice.

There were no repurchases made in the fourth quarter of 2019.

In February 2016, we announced the establishment of a dividend policy and the declaration by our Board of Directors of an initial quarterly cash dividend in the amount of $0.04 per share of our issued and outstanding common stock.

Future dividend payments, if any, are subject to approval of our Board of Directors.

We are targeting a cash dividend to our shareholders in the amount of $0.16 per share per annum, payable in equal quarterly installments.

Stock Price Performance Graph

The graph below shows the cumulative stockholder return, assuming the investment of $100 (and the reinvestment of any dividends thereafter) for the period beginning on December 31, 2014 and ending on December 31, 2019, for our common stock, stocks traded on Nasdaq, and a peer group consisting of U.S.

The graph below shows the cumulative stockholder return, assuming the investment of $100 (and the reinvestment of any dividends thereafter) for the period beginning on December 31, 2015 through December 31, 2020, for our common stock, stocks traded on Nasdaq, and a peer group consisting of U.S.

public companies with a Standard Industry Classification, or SIC, code 3826 Laboratory Analytical Instruments.

The stock price performance of Bruker Corporation shown in the following graph is not indicative of future stock price performance.

Such returns are based on historical results and are not intended to suggest future performance.

Cumulative Total Return Index for:

4 unchanged sentences

and is used with its permission.

ITEM 6 SELECTED FINANCIAL DATA

The following table sets forth selected historical consolidated financial and operating data for the periods indicated.

The statement of income and balance sheet data is derived from consolidated financial statements for the years 2019, 2018, 2017, 2016 and 2015.

The Company’s consolidated financial statements as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019 are included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

Year Ended December 31,

(in millions, except per share data)

Consolidated Statements of Income Data:

Product revenue

Service revenue

Other revenue

Total revenue

Total costs and operating expenses

Operating income

Net income attributable to Bruker Corporation

Net income per common share attributable to

Bruker Corporation shareholders:

Cash dividends declared per common share

(1) 2019 includes $1.4 million of restructuring costs and $1.7 million of impairment of other long-lived assets.

(2) 2018 includes $9.4 million of restructuring costs and $0.6 million of impairment of other long-lived assets.

(3) 2017 includes $16.2 million of restructuring costs and $1.1 million of impairment of other long-lived assets and includes $68.9 million of incremental income tax provision related to the 2017 Tax Act.

(4) 2016 includes $20.8 million of restructuring costs and $0.8 million of impairment of other long-lived assets.

(5) 2015 includes $29.3 million of restructuring costs and $4.6 million of impairment of goodwill, definite-lived intangible assets and other long-lived assets.

Year Ended December 31,

(in millions)

Consolidated Balance Sheet Data:

Cash and cash equivalents

Short‑term investments

Working capital (3)

Other long‑term liabilities

Redeemable noncontrolling interest

Total shareholders’ equity

(1) In 2019, the Company adopted Accounting Standards Update 2016-02, Leases, and requires all leases with terms longer than 12 months to be reported on the balance sheet as right-of-use (ROU) assets and lease liabilities, as well as provide additional disclosures.

The adoption of the new standard resulted in recording $75.5 million and $77.9 million of ROU assets and lease liabilities, respectively, as of January 1, 2019 on the

Company’s balance sheet.

The adoption of the new standard did not significantly affect the Company’s results of operations.

(2) In 2018, the Company acquired 80% of Hain LifeScience GmbH.

As part of the agreement, there is a right to purchase/right to sell the remaining 20% of the entity.

In January 2020, the Company acquired the remaining 20% of Hain LifeScience GmbH.

(3) Working capital is defined in the above table as current assets less current liabilities.

Issuer Purchases of Securities

The following table provides information about purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, during the quarter ended December 31, 2020 of shares of our common stock.

Total Number of

Maximum Number (or

Shares Purchased as

Approximate Dollar Value) of

Total Number of

Part of Publicly

Shares that May Yet Be

Shares Purchased

Average Price

Announced Plans or

Purchased Under the Plans

Paid per Share

or Programs (2)

October 1 - October 31, 2020

November 1 - November 30, 2020

December 1 - December 31, 2020

(1) The Company purchased shares of common stock in accordance with its share repurchase program approved by the Board of Directors and announced on May 10, 2019.

The shares were purchased on the open market at prevailing prices.

(2) The Repurchase Program authorizes the Company to purchase up to $300.0 million of its common stock over a two-year period.

The Repurchase Program expires May 13, 2021 and can be suspended, modified or terminated at any time without prior notice.

Purchases of common stock may occur from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations.

At February 25, 2021, $5.3 million remains for future purchase under the share purchase program.

In 2020, we repurchased 2,711,952 shares of common stock with an aggregate cost of approximately $123.2 million under the 2019 Repurchase Program.

Any future repurchases will be funded from cash on hand, future cash flows from operations and available borrowings under our revolving credit facility.

ITEM 6 RESERVED

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity