Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from to
Commission File Number 000-30833
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
04-3110160
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
40 Manning Road, Billerica, MA 01821
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (978) 663-3660
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbols(s)
Name of each exchange
on which registered
Common Stock
BRKR
Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at July 29, 2025
Common Stock, $0.01 par value per share
151,719,365 shares
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2025
Page
Part I
CONDENSED FINANCIAL INFORMATION
3
Item 1:
Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024
4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024
5
Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interests and Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024
6
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024
7
Notes to Unaudited Condensed Consolidated Financial Statements
8
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
46
Item 4:
Controls and Procedures
Part II
OTHER INFORMATION
47
Legal Proceedings
Item 1A:
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5:
Other Information
Item 6:
Exhibits
48
Signatures
49
2
PART I FINANCIAL INFORMATION
ITEM 1.UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
June 30,2025
December 31,2024
ASSETS
Current assets:
Cash and cash equivalents
$
92.0
183.4
Accounts receivable, net
522.6
565.5
Inventories
1,218.3
1,067.8
Other current assets
329.8
236.5
Total current assets
2,162.7
2,053.2
Property, plant and equipment, net
758.5
669.3
Goodwill and intangible assets, net
2,618.8
2,419.8
Other long-term assets
799.8
664.4
Total assets
6,339.8
5,806.7
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and finance lease obligations
55.7
32.5
Accounts payable
243.0
234.1
Deferred revenue and customer advances
478.1
438.2
Other current liabilities
570.6
576.5
Total current liabilities
1,347.4
1,281.3
Long-term debt
2,379.6
2,061.8
Other long-term liabilities
746.0
648.4
Redeemable noncontrolling interests
47.4
18.1
Total shareholders’ equity
1,819.4
1,797.1
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Three Months EndedJune 30,
Six Months EndedJune 30,
2025
2024
Product revenue
634.7
654.4
1,278.0
1,241.3
Service and other revenue
162.7
146.3
320.8
281.1
Total revenue
797.4
800.7
1,598.8
1,522.4
Cost of product revenue
346.1
326.0
668.4
617.7
Cost of service and other revenue
93.4
90.1
181.3
167.3
Total cost of revenue
439.5
416.1
849.7
785.0
Gross profit
357.9
384.6
749.1
737.4
Operating expenses:
Selling, general and administrative
231.4
221.3
456.8
416.6
Research and development
100.2
92.2
197.3
174.0
Other charges, net
14.4
23.0
51.3
33.9
Total operating expenses
346.0
336.5
705.4
624.5
Operating income
11.9
48.1
43.7
112.9
Interest and other income (expense), net
(11.4
)
(24.2
(18.1
(17.4
Income before income taxes, equity in income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries
0.5
23.9
25.6
95.5
Income tax provision (benefit)
(3.1
16.1
5.6
35.9
Equity in income (loss) of unconsolidated investees, net of tax
0.6
(0.2
1.0
—
Consolidated net income
4.2
7.6
21.0
59.6
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries
(3.4
(4.0
1.1
Net income attributable to Bruker Corporation
25.0
58.5
Net income per common share attributable to Bruker Corporation shareholders:
Basic
0.05
0.16
0.40
Diluted
Weighted average common shares outstanding:
151.6
147.4
151.7
148.0
151.8
147.0
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss):
Foreign currency translation:
Foreign currency translation gain (loss) before income taxes
133.3
(28.9
204.6
(108.3
Income tax (benefit) expense on foreign currency translation adjustments
1.5
(2.2
Foreign currency translation gain (loss) after income taxes
132.3
203.1
(106.1
Designated hedging instruments:
Gain (loss) on designated hedging instruments before income taxes
(195.7
(9.8
(246.4
71.4
Income tax (benefit) expense related to designated hedging instruments
(46.8
(2.3
(58.9
16.8
Gain (loss) on designated hedging instruments after income taxes
(148.9
(7.5
(187.5
54.6
Pension and other postretirement plans:
Total pension and other postretirement benefit liability adjustments gain (loss) before income taxes
(4.4
(0.1
(5.2
Income tax benefit related to total pension and other postretirement benefit liability adjustments
0.9
Total pension and other postretirement benefit liability adjustments gain (loss) after income taxes
(3.5
(4.1
Total other comprehensive income (loss)
(20.1
(36.5
11.5
(51.0
Total Comprehensive income (loss)
(15.9
8.6
Less: Comprehensive income (loss) attributable to noncontrolling interests
(0.3
0.2
1.3
Less: Comprehensive income (loss) attributable to redeemable noncontrolling interests
0.8
(0.4
(1.2
Total Comprehensive income (loss) attributable to Bruker Corporation
(16.4
(28.7
31.5
8.5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
(in millions, except share data)
RedeemableNoncontrollingInterests
Number of CommonShares Outstanding
CommonStockAmount
Number of TreasuryShares
TreasuryStockAmount
AdditionalPaid-InCapital
RetainedEarnings
AccumulatedOtherComprehensiveIncome (Loss), net of tax
TotalShareholders’EquityAttributable toBrukerCorporation
NoncontrollingInterests inConsolidatedSubsidiaries
TotalShareholders’Equity
Balance at December 31, 2024
151,677,952
1.8
30,778,879
(1,237.2
713.4
2,406.7
(103.5
1,781.2
15.9
Stock options exercised
18,771
0.4
Restricted stock units vested
24,999
Stock-based compensation
5.2
Employee stock purchase plan
Shares repurchased
(200,731
200,731
(10.0
(10.1
Cash dividends paid to common shareholders ($0.05 per share)
(7.7
Proceeds from the sale of (distributions to) noncontrolling interests, net
(0.5
Consolidated net income (loss)
17.4
17.1
Other comprehensive income
30.4
31.0
Balance at March 31, 2025
18.3
151,520,991
30,979,610
(1,247.2
719.3
2,416.4
(73.1
1,817.2
15.7
1,832.9
87,487
7,334
5.3
100,115
3.7
(7.6
(1.7
(1.6
6.0
Certain other acquisitions
28.3
Other comprehensive income (loss)
2.5
(23.9
(22.6
Balance at June 30, 2025
151,715,927
730.0
(97.0
1,804.0
15.4
Balance at December 31, 2023
18.7
145,164,826
1.7
282.9
2,323.8
1,377.2
1,394.6
146,765
3.4
23,051
4.6
(7.3
Loans to noncontrolling interest
(0.9
50.9
1.4
52.3
Other comprehensive loss
(13.7
(14.0
Balance at March 31, 2024
17.9
145,334,642
291.1
2,367.4
1,415.3
17.6
1,432.9
24,484
1,404
4.8
31,291
2.1
Public Offering, net of issuance costs of $0.8 million
6,000,000
0.1
402.9
403.0
0.3
7.9
(36.3
(36.4
Balance at June 30, 2024
17.5
151,391,821
701.3
2,367.3
(44.0
1,789.2
17.8
1,807.0
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization
106.5
79.9
Deferred income taxes
(38.6
(22.3
Other non-cash expenses, net
27.5
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Income taxes payable, net
(105.3
(22.4
Other changes in operating assets and liabilities, net
(45.7
(99.4
Net cash provided by (used in) operating activities
(62.5
22.9
Cash flows from investing activities:
Purchases of property, plant and equipment
(47.3
(46.0
Cash paid for acquisitions, net of cash acquired
(69.5
(1,576.5
Other investing activities, net
(6.6
Net cash used in investing activities
(117.2
(1,629.1
Cash flows from financing activities:
Repayments of revolving line of credit
(219.1
(840.1
Proceeds from revolving line of credit
308.2
1,073.3
Repayment of long-term debt
(118.0
Proceeds from long-term debt
2.9
805.7
Proceeds from issuance of common stock, net
408.6
Payment of dividends to common shareholders
(15.3
(15.0
Repurchase of common stock
Other financing activities, net
(5.4
(7.0
Net cash provided by financing activities
44.3
1,307.5
Effect of exchange rate changes on cash, cash equivalents and restricted cash
44.9
(19.7
Net decrease in cash, cash equivalents and restricted cash
(90.5
(318.4
Cash, cash equivalents and restricted cash at beginning of period
186.7
491.6
Cash, cash equivalents and restricted cash at end of period
96.2
173.2
Supplemental disclosure of cash flow information:
Cash paid for interest
35.5
21.7
Cash paid for taxes
147.5
68.6
Restricted cash period beginning balance
3.3
Restricted cash period ending balance
3.5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
Bruker Corporation, together with its consolidated subsidiaries (“Bruker” or “the Company”), develops, manufactures, and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular, and cellular levels. Many of the Company’s products are used to detect, measure, and visualize structural characteristics of chemical, biological, and industrial material samples.
The Company has four reportable segments:
Designs, manufactures, and distributes life science tools based on magnetic resonance technology, and provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. Revenues are generated by academic and government research customers, pharmaceutical and biotechnology companies, and nonprofit laboratories, as well as chemical, food and beverage, clinical, and other industrial companies.
Designs, manufactures, and distributes life science mass spectrometry, applied spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments, and solutions based on infrared and Raman molecular spectroscopy technologies. Provides systems and assays for molecular diagnostics (MDx), biomedical systems/specialty IVD and microbiology, and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection. Revenues are generated from academic institutions and medical schools; pharmaceutical, biotechnology, and diagnostics companies; contract research organizations; nonprofit and for-profit forensics laboratories; agriculture, food and beverage safety laboratories; environmental and clinical microbiology laboratories; hospitals and government departments and agencies.
Designs, manufactures, and distributes advanced X-ray instruments, atomic force microscopy instrumentation, advanced fluorescence optical microscopy instruments, analytical tools for electron microscopes and X-ray metrology, defect-detection equipment for semiconductor process control, handheld, portable and mobile X-ray fluorescence spectrometry instruments, spark optical emission spectroscopy systems, chip cytometry products and services for targeted spatial proteomics, multi-omic services, optofluidic and proteomic barcoding platforms, and products and services for spatial genomics research and spatial biology. Revenues are generated from academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies, and other businesses involved in materials research and life science research analysis.
Develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare, and high energy physics research. The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research, and other applications. Revenues are generated from medical, clinical, pharmaceutical, and aerospace companies, as well as other businesses involved in materials research, fusion energy research, high energy physics, renewable energy, and environmental research. BEST also delivers extreme ultraviolet radiation (EUV/XUV) based technologies and solutions to world leading semiconductor companies and research labs.
The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of June 30, 2025, and December 31, 2024, and for the three and six months ended June 30, 2025, and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the financial information presented herein does not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet data as of December 31, 2024 was derived from our audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on March 3, 2025. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results
of operations, comprehensive income (loss), and cash flows have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.
At June 30, 2025, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, have not changed.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-04 – Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This new guidance clarifies the accounting treatment of whether the settlement of convertible debt should be accounted for as an induced conversion or extinguishment of convertible debt. This guidance is effective for annual reporting periods beginning after December 15, 2025. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03 – Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregation of information related to income taxes paid as presented on the Cash Flow Statement. This new guidance is effective for annual reporting periods beginning after December 15, 2024. The Company is evaluating the impact of this adoption on the consolidated financial statements and related disclosures.
During the three months ended June 30, 2025, and during the year ended December 31, 2024, the Company completed various acquisitions that collectively complement the product offerings of the Company’s existing businesses.
The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
9
2025 Acquisitions
The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2025 acquisitions (in millions):
Acquisition (Segment)
Recipe (CALID)
Other (Various)
Total
Consideration Transferred:
Cash paid
58.8
74.9
Cash acquired
(1.3
(6.5
Fair value of redeemable noncontrolling interest
27.2
Working capital and other closing adjustments
6.5
8.3
Total consideration transferred, net of cash acquired
87.3
17.7
105.0
Allocation of Consideration Transferred:
Accounts receivable
2.3
2.8
7.7
8.2
Property, plant and equipment
21.2
0.7
21.9
Other assets
4.9
5.7
Intangible assets:
Technology
14.0
6.7
20.7
Customer relationships
29.2
30.1
Trade name
1.6
Goodwill
35.0
49.0
Deferred taxes (net)
(16.6
(18.9
Liabilities assumed
(12.1
(17.5
Total consideration allocated
The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:
Recipe
Activity of acquired business
Provider of vendor-agnostic therapeutic drug monitoring (TDM) and other clinical in vitro diagnostic kits for Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry (LC-MS/MS), High Performance Liquid Chromatography (HPLC), and Inductively coupled plasma mass spectrometry (ICP-MS) assays.
Location
Munich, Germany
Acquired interest
69.64%
Business acquired
Outstanding share capital of Recipe and Recipe’s interest in their majority owned subsidiary, WoBau GmbH (“WoBau”).
Redeemable noncontrolling interest – other shareholders
The Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 30.36% for cash at a contractually defined redemption value exercisable beginning in 2029. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company or the noncontrolling interest holder. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest holder, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if the settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. At the closing date the fair value of the redeemable noncontrolling interest was $27.2 million.Additionally, the Company entered into an agreement with the noncontrolling interest holder of WoBau which provides the Company with the right to purchase the remaining 10.1% ownership interest of WoBau for cash at a price to be determined in the future, exercisable in 2029 or later. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company. At the closing date the fair value was determined to be de minimis.
10
Customer relationships and technology were the most significant identifiable intangible assets acquired. The fair value of the assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology. The following table presents estimated useful life for the acquired intangible assets for the Recipe acquisition:
Intangible Asset — Technology
10 years
Intangible Asset — Customer relationships
15 years
Intangible Asset — Trade name
1 year
The amortization period for the intangible assets acquired for the Company’s other acquisitions is five to twelve years for the technology.
The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.
The Company is in the process of finalizing the valuation of the assets acquired, inclusive of intangible assets, and liabilities assumed related to Recipe and certain other acquisitions which may result in adjustments to these assets and liabilities, including goodwill.
Results of operations for 2025 acquired businesses
Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through June 30, 2025 include revenues of $3.8 million and pre-tax losses totaling $0.8 million. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.
Supplemental Pro Forma Information for 2025 acquired businesses
The consolidated results for the three and six months ended June 30, 2025 would not be materially different had the 2025 acquisitions been completed on January 1, 2025. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in these consolidated financial statements.
11
2024 Acquisitions
The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):
NanoString Technologies
ELITechGroup
Chemspeed Technologies
Other
392.6
951.9
175.4
128.9
1,648.8
(43.4
(0.6
(8.1
(52.6
Fair value of contingent consideration
13.4
22.7
26.2
392.1
931.2
174.8
137.7
1,635.8
30.6
7.0
3.9
58.3
38.8
31.6
46.6
31.2
148.2
8.9
3.1
29.1
36.2
70.4
23.1
41.3
17.3
9.7
91.4
54.0
193.3
27.9
42.6
317.8
38.0
236.3
51.5
334.3
Backlog
9.4
14.8
12.3
34.2
253.5
501.1
127.8
75.6
958.0
(100.8
(3.2
(113.2
(90.8
(66.9
(106.7
(43.1
(307.5
12
Acquisitions material to the Company’s financial statements
The table below summarizes information on acquisitions material to the Company’s financial statements in 2024:
Acquisition date
May 6, 2024
April 30, 2024
March 6, 2024
Bruker segment
BSI NANO
BSI CALID
BSI BBIO
End-to-end research solutions in the spatial biology field and provides life-science research solutions for spatial transcriptomics and gene expression analysis which have been critical in enabling scientists and medical researchers to advance vital discovery, translational, and pre-clinical disease research. The acquisition complements the Company's spatial proteomics platform and contributes to further its leadership in the post-genomic era.
Molecular diagnostics, microbiology and biomedical testing equipment. The acquisition expands the segment’s portfolio with the addition of pioneering innovation in molecular diagnostics which combined with the Segment's existing offerings establish Bruker as an innovative and growing infectious disease specialist in the in-vitro diagnostics market.
Automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. The acquisition expands the segment’s portfolio in vendor-agnostic scientific software, R&D, and laboratory automation.
Washington, U.S.A.
Various - Primarily Torino, Italy and Washington and Utah, U.S.A.
Füllinsdorf, Switzerland
100%
Business/technology acquired
Substantially all of the assets and rights associated with the business of NanoString Technologies, Inc. including the equity interests of the six subsidiaries (collectively, “NanoString”). The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations. Included in the liabilities assumed as of the acquisition date is $44.7 million determined in accordance with ASC Topic 450. Refer to Note 20, Commitments and Contingencies for more details on these litigations.
Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l, and Eliman 2 S.à r.l, and their 100% interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”).
Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”).
In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the intangible assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology. For the acquisition of ELITechGroup, the cash flow projections for the customer relationships included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates and the cash flow projections for the technology included significant judgments and assumptions related to revenue growth rates, royalty rates, obsolescence rates, and discount rates.
The following table presents estimated useful life for the acquired intangible assets as determined by the Company:
Chemspeed Technologies (a)
12 years
4 to 14 years
7 years
Intangible Asset — Tradenames
6 years
5 to 15 years
The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill for ELITechGroup or Chemspeed to be deductible for tax purposes. The Company expects the amounts allocated to goodwill for NanoString to be deductible for tax purposes.
In the first quarter of 2025, the Company finalized its determination of the fair value of the identifiable assets acquired and liabilities assumed for the Chemspeed acquisition. In the second quarter of 2025, the Company finalized its determination of the fair
13
value of the identifiable assets acquired and liabilities assumed for the NanoString and ELITechGroup acquisitions with no further adjustments in addition to the immaterial adjustments recorded in prior quarters.
Other 2024 Acquisitions
During the year ended December 31, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.
The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):
Name of Acquisition
Date Acquired
Segment
TotalConsideration, net of Cash Acquired
CashConsideration
Nion, LLC
January 2, 2024
42.9
37.4
Spectral Instruments Imaging LLC
February 1, 2024
28.8
29.0
Other (In aggregate)
Various
66.0
62.5
For the period from the date of acquisition through December 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company from the other acquisitions listed in table above were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.
The table below summarizes information on certain of the Company’s other acquisitions in 2024:
Designer and manufacturer of high-end electron-optical instruments with diverse applications to the needs of its customers.
Manufacturer of preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists.
Arizona, U.S.A.
Outstanding share capital of Nion, LLC (“Nion”).
Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”).
Contingent consideration
Cash consideration is subject to adjustments of up to $23.0 million if certain revenue and non-revenue milestones are achieved through 2026.
Cash consideration is subject to adjustments of up to $10.0 million if certain revenue and EBITDA targets are met through 2025.
The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:
Nion, LLC (a)
not applicable
14 years
The amortization period for the intangible assets acquired for the Company’s other acquisitions is seven to eleven years for the technology, eleven to fifteen for customer relationships and twelve years for tradenames. The fair values of the trade name and technology of certain acquisitions were not material and were expensed in full during 2024.
The Company has finalized its valuation of the assets acquired and liabilities assumed related to the Spectral Instruments Imaging LLC and Nion, LLC acquisitions within the measurement period, and no further material adjustments were be made.
14
Results of operations for 2024 acquired businesses
Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2024 include revenues of $259.5 million and pre-tax losses totaling $108.0 million. Pre-tax losses include purchased intangible amortization and step up inventory costs related to the acquisitions as well as acquisition-related expenses, which are recorded within Other charges, net in the consolidated statements of operations. Acquisition-related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.
Supplemental Pro Forma Information
The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the material acquisitions of ELITechGroup and Chemspeed had been completed on January 1, 2024 (in millions):
Year ended December 31, 2024
Before Adjustments
Pro formaAdjustments
After Adjustments
Revenue
3,426.0
Net income (loss)
115.3
(15.7
99.6
The revenue and net income (loss) results for all 2024 acquisitions are included in the consolidated financial statements for the three and six months ended, June 30, 2025.
NanoString was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023, under the Securities and Exchange Act of 1934, as amended, following NanoString and certain of its subsidiaries filing voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on February 4, 2024. Further, management considers that results of NanoString for the period from October 1, 2023, through May 6, 2024, are unlikely to be meaningful to users of these financial statements given the operations and financial results of NanoString were inherently materially impacted by the bankruptcy declaration. Accordingly, the pro forma financial information does not include the results of NanoString from January 1, 2024, through its acquisition date of May 6, 2024, as the historical financial statements after the quarter ended September 30, 2023 are not meaningful.
The pro forma adjustments include the following (in millions):
December 31, 2024
Net increase in amortization and depreciation expense associated with tangible and intangible assets
(2.4
Net increase in interest expense
(13.3
Total pro forma adjustments - net loss
The supplemental pro forma financial information presented above is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information. This supplemental pro forma financial information is not necessarily indicative of the financial position or results of operations that would have been realized if the NanoString, ELITechGroup, and Chemspeed acquisitions had been completed on January 1, 2024. No effect has been given for synergies, if any, that may have been achieved through the acquisitions nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.
15
As of June 30, 2025, the aggregate amount of equity investments without readily determinable fair value using the measurement alternative is $38.7 million. During the six months ended June 30, 2025, the Company completed four minority investments. The following table reflects the consideration transferred (in millions):
Name
FinancialStatementClassification
TotalConsideration
Other minority investments
3.2
As of December 31, 2024, the aggregate amount of equity investments without a readily determinable fair value using the measurement alternative was $35.6 million. During the year ended December 31, 2024, the Company completed several minority investments. The following table reflects the consideration transferred (in millions):
NovAliX
July 31, 2024
50.1
34.1
14.2
64.3
48.3
On July 31, 2024, the Company acquired a minority equity interest in NovAliX a preclinical contract research organization specializing in expert drug discovery services, headquartered in Strasbourg, France. The Company obtained a 30% interest in NovAliX’s common stock in exchange for consideration of EUR 31.5 million (approximately $34.1 million). The Company accounts for its investment in NovAliX using the equity-method of accounting. Concurrent with the transaction, the Company entered into an agreement with the remaining shareholders that provides the Company with the right to purchase, and the shareholders with the right to sell, the remaining ownership of NovAliX for cash at a contractually defined redemption value exercisable beginning in 2029 and ending in 2034. The Company recognized a liability, classified in other long-term liabilities in the consolidated balance sheet, related to the potential obligation to acquire the remaining equity interests if the purchase option is exercised, estimated at EUR 14.4 million (approximately $16.0 million) using the discounted cash flow method.
Refer to Note 11, Interest and other income (expense), net, for information on impairment charges, to write down the carrying value of certain minority investments for the three and six months ended June 30, 2025 and 2024, respectively.
The following table sets forth the changes in the carrying amount of goodwill (in millions):
1,507.3
Current period additions
Current period adjustments
Foreign currency effect
92.7
1,649.2
16
Intangible Assets
The following is a summary of intangible assets (in millions):
GrossCarryingAmount
AccumulatedAmortization
Net CarryingAmount
Existing technology and related patents
798.4
(338.9
459.5
724.5
(291.3
433.2
613.9
(155.8
458.1
550.6
(125.6
425.0
Trade names
66.7
(21.9
44.8
60.9
(16.1
18.2
(11.0
7.2
16.5
9.5
Intangible assets
1,497.2
(527.6
969.6
1,352.5
(440.0
912.5
For the three months ended June 30, 2025, and 2024, the Company recorded amortization expense of $31.5 million and $25.1 million, respectively, related to intangible assets subject to amortization. For the six months ended June 30, 2025, and 2024, the Company recorded amortization expense of $58.8 million and $41.3 million, respectively, related to intangible assets subject to amortization.
On a quarterly basis, the Company reviews its goodwill and intangible assets to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets are less than the assets’ carrying value, and are not recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Based on the results of these analyses, during the three and six months ended June 30, 2025, the Company recognized impairment charges of $6.8 million and $7.2 million respectively, to write off certain intangible assets. There were no such intangible assets impairment charges recorded during the three and six months ended June 30, 2024.
Current macroeconomic conditions and uncertainties, including inflationary pressures, changes to trade and tariff policies, customs duties imposed or that may be imposed by the new presidential administration in the U.S., geopolitical tensions and possible expansion of current conflicts, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, could adversely impact the fair value of our reporting units and cause the Company to consider whether goodwill, intangible assets, and other long-lived assets may require an impairment assessment. The Company continues to monitor its goodwill, intangible assets, and other long-lived assets for impairment and additional charges may be recorded in the future from these analyses depending on market conditions and actual and forecasted future results.
The following table presents the Company’s revenues by end customer geography for the periods reported (in millions):
United States
222.9
243.7
440.3
438.5
Germany
59.1
83.5
120.2
150.3
Europe excluding Germany
213.4
192.3
437.5
370.4
China
114.7
120.4
215.9
236.1
Asia Pacific excluding China
127.4
106.2
258.8
213.2
59.9
126.1
113.9
17
The following table presents revenue for the Company recognized at a point in time versus over time for the periods reported (in millions):
Revenue recognized at a point in time
675.1
686.5
1,353.8
1,295.0
Revenue recognized over time
122.3
114.2
245.0
227.4
As of June 30, 2025 and December 31, 2024 the following balances were associated with revenue (in millions):
Contract assets
127.1
105.2
Contract liabilities (a)
584.1
538.2
Remaining performance obligations (b)
2,109.1
2,090.4
Lease Revenue
The Company’s right to future consideration from reagent purchases under the reagent agreements is allocated to instrument revenue and is recorded as a lease receivable within other current and long-term assets. Agreements that do not meet the criteria to be classified as a sales-type lease are classified as operating leases. Lease revenue is presented in product revenue in the consolidated statements of operations and consisted of less than 2% of total consolidated revenue in each of the three and six months ended June 30, 2025 and 2024, respectively.
The Company's CEO is the chief operating decision maker. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We exclude from segment expenses and segment operating income (loss) certain corporate-related expenses and certain transactions or adjustments, such as costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, and costs associated with our global information technology transition initiatives. The Company's intersegment sales and transfers are accounted for at discounted market-based prices based on intersegment agreements. The chief operating decision maker uses segment operating income (loss) to assess the performance for each segment by comparing the results of each segment with one another, comparing actual results to budget and prior year, as well as to allocate resources.
18
The following tables present segment results for the three and six months ended June 30, 2025, and 2024 (in millions):
Three Months EndedJune 30, 2025
Three Months EndedJune 30, 2024
BSI BioSpin
BEST
Revenue from external customers
195.3
285.8
252.1
64.2
217.5
265.6
252.5
65.1
Intersegment revenue
4.0
Total segment revenue
66.3
799.5
69.1
804.7
Segment expenses:
Cost of revenue
108.1
125.6
411.6
110.8
111.5
119.8
52.0
394.1
40.9
76.9
72.7
196.2
38.3
68.9
71.8
184.2
23.2
30.0
44.4
98.7
21.8
26.8
41.7
91.6
Segment operating income
53.3
93.0
58.4
19.2
10.6
134.8
Reconciliation of Total operating income:
Corporate, elimination and other (a)
21.1
24.3
Unallocated expenses (b)
60.0
62.4
Total consolidated operating income
Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries
Six Months EndedJune 30, 2025
Six Months EndedJune 30, 2024
403.1
565.9
508.7
121.1
400.3
493.5
492.9
135.7
4.5
1,603.3
142.2
1,528.9
217.8
243.4
244.4
804.4
199.9
205.3
233.8
110.5
749.5
149.8
142.1
11.0
382.8
75.3
126.7
10.9
347.7
45.2
58.0
89.6
194.5
43.9
2.0
60.2
32.6
221.6
81.2
109.5
18.8
258.5
47.9
47.2
130.0
98.4
19
Refer to Note 6, Revenue for information on revenue by geographical area.
Total capital expenditures and depreciation and amortization by segment are as follows for the periods reported (in millions):
Capital Expenditures:
3.8
5.5
6.4
13.9
11.8
13.2
10.2
2.4
6.3
Corporate
6.9
11.6
Total capital expenditures
30.3
24.5
56.3
46.0
Depreciation and Amortization:
11.2
10.4
21.6
18.6
23.4
43.2
25.1
33.8
29.3
4.1
Total depreciation and amortization
56.1
45.1
Total assets by segment are as follows (in millions):
Assets:
BSI BioSpin, BSI CALID, BSI NANO & Corporate
6,192.6
5,648.4
191.2
199.8
Eliminations and other (a)
(41.5
The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets by the BSI BioSpin, BSI CALID, BSI NANO Segments, and the Corporate function. Furthermore, the Company’s chief operating decision maker does not receive long-lived asset information individually by these reportable segments and Corporate.
The following table sets forth the computation of basic and diluted weighted average common shares outstanding (amounts in millions of shares):
Weighted average common shares outstanding - basic
Effect of dilutive securities:
Stock options and restricted stock units
Weighted average common shares outstanding - diluted
The following common share equivalents have been excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive (amounts in millions of shares):
Stock options
Unvested restricted stock units
20
The components of other charges, net are as follows (in millions):
Acquisition-related expenses, net (a)
9.0
Acquisition-related litigation charges
22.6
Restructuring charges
1.2
10.5
4.7
Information technology transformation costs (b)
1.9
5.8
2.7
The following table presents restructuring costs by segment as included within the Company’s consolidated statements of operations for the periods reported (in millions):
Cost of revenues:
3.6
7.5
Total Cost of revenues
4.4
Other charges, net:
(2.5
2.2
Total Other charges, net
7.3
6.1
13.3
The following table sets forth the changes in restructuring reserves, excluding costs of $3.8 million for scrapping expired or expiring inventory, for the periods reported (in millions):
Severance
Exit Costs
2.6
13.7
Cash payments
(7.8
(4.3
Other, non-cash adjustments and foreign currency effect
9.2
Bruker Cellular Analysis restructuring plan: During the three months ended June 30, 2025 and 2024, in connection with the Bruker Cellular Analysis restructuring plan, the Company recorded and accrued severance and termination charges of $0.7 million and $2.6 million, respectively, and made payments of $0.7 million and $3.7 million, respectively. During the six months ended June 30, 2025 and 2024, in connection with the Bruker Cellular Analysis restructuring plan, the Company recorded and accrued severance and termination charges of $1.2 million and $6.5 million, respectively, and made payments of $3.7 million and $10.7 million, respectively. As it relates to the consolidation of leased BCA facilities, the Company recorded an impairment charge against operating lease right of
21
use assets of $0.3 million and $1.5 million in the three and six months ended June 30, 2024, respectively. The Company did not have similar charges during the three and six months ended June 30, 2025. During the three and six months ended June 30, 2025, in connection with the Bruker Cellular Analysis restructuring plan, the Company charged $2.5 million to product restructuring costs due to scrapping of expired or expiring inventories. During the three and six months ended June 30, 2024, in connection with the Bruker Cellular Analysis restructuring plan, the Company charged $1.9 million and $4.7 million, respectively, to product restructuring costs due to scrapping of expired or expiring inventories. Refer to Note 12, Restructurings and Asset Impairments of the Annual Report on Form 10-K for the year ended December 31, 2024 for further information on this restructuring plan.
Corporate wide and other restructuring plans: The Company has previously incurred charges related to restructuring actions impacting the reportable segments at various locations across North America, Europe, and Asia. This includes workforce right-sizing actions resulting in severance and transition costs, costs related to the consolidation of facilities resulting in asset impairment, and accelerated depreciation charges. In the second quarter of 2025, the Company initiated a corporate-wide restructuring program to be implemented across multiple functions and geographies to address challenges in the current business environment. We anticipate additional restructuring charges in the third and fourth quarter of 2025 with activities under these plans expected to be completed by 2026.
The components of interest and other income (expenses), net are as follows (in millions):
Interest income
5.0
Interest expense
(28.8
(20.7
Impairment of minority investments
(20.2
(1.9
Exchange gains (losses), net on foreign currency transactions
Other income
22
The components of provision for income taxes are as follows (in millions):
Effective tax rates (a)
Not meaningful
67.4
%
37.6
Penalties and interest (recorded in provision for income taxes for unrecognized tax benefits)
The table below summaries unrecognized tax benefits and accrued interest and penalties components (in millions):
Unrecognized tax benefits (a)
72.1
63.7
Accrued interest and penalties (b)
6.6
The Company files tax returns in the United States, which include federal, state and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the United States, and Switzerland to be its significant tax jurisdictions. The majority of the Company’s earnings are derived in Germany and Switzerland. Accounting for the various federal and local taxing authorities, the statutory rates for 2025 are approximately 30.0% and 20.0% for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of approximately 7.5% from the U.S. statutory rate of 21.0% in the six months ended June 30, 2025.
The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules (“Pillar 2”), which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. The Company's income tax provision for the three and six months ended June 30, 2025, reflects currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance had an impact on the Company's income tax provision, resulting in an increase to its effective tax rate of 2.3% for the six months ended June 30, 2025. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar 2.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
On July 18, 2025, the German Federal Council enacted legislation to gradually reduce the corporate income tax rate from 15% to 10% over the period 2028 to 2032.
The Company will assess the impact of these changes on its consolidated financial statements and will record them during the third quarter of 2025, which is the period of enactment.
23
Inventories consisted of the following (in millions):
Raw materials
427.4
388.7
Work-in-process
394.0
348.9
Finished goods
273.2
228.5
Demonstration units
123.7
101.7
Total Inventories
Finished goods include in-transit systems shipped to the Company’s customers for which control has not passed to the customers. As of June 30, 2025 and December 31, 2024, the value of finished goods inventory-in-transit was $77.9 million and $53.6 million, respectively.
Other current assets consisted of the following (in millions):
Unbilled receivables
112.4
93.6
Income and other taxes receivable (note 12)
99.4
34.5
Prepaid expenses
49.7
35.1
Deposits with vendors
32.8
26.1
Interest rate cross-currency swap agreements (note 17)
10.7
Lease receivable
4.3
28.9
24
The Company’s debt obligations consist of the following (in millions):
2024 term loan agreements:
CHF loan due 2027
181.9
162.1
CHF loan due 2029
183.1
CHF loan due 2031
189.0
165.2
2019 term loan agreement:
USD loan quarterly payments of $3.8 million and balloon payment due December 2026
255.8
263.3
Note Purchase Agreements (NPA – Senior notes):
2024 notes due April 15, 2034 - CHF 50 million 2.56% (a)
63.0
55.1
2024 notes due April 15, 2036 - CHF 146 million 2.62% and CHF 50 million 2.60% (a)
246.9
2024 notes due April 15, 2039 - CHF 135 million 2.71% and CHF 50 million 2.62% (a)
233.1
203.8
2021 notes due December 8, 2031 - CHF 300 million 0.88% (a)
378.0
330.5
2019 notes due December 11, 2029 - CHF 297 million 1.01% (a)
374.2
327.2
2021 notes due December 8, 2031 - EUR 150 million 1.03% (a)
176.5
155.3
CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement (b)
122.1
Other loans
15.2
Unamortized debt issuance costs
(2.8
Total notes and loans outstanding
2,416.0
2,076.8
Finance lease obligations
19.3
Total debt
2,435.3
2,094.3
(55.7
(32.5
Total long-term debt, less current portion
25
Significant borrowings and repayments:
The following table summarizes the Company’s debt borrowings and repayments from long-term debt for the six months ended June 30, 2025 and 2024 (amounts in millions):
June 30, 2024
Proceeds from long-term debt:
CHF notes under various 2024 Note Purchase Agreements
472.1
CHF notes under the 2024 Term Loan Agreement
329.5
Proceeds from long-term debt - Total
Repayment of long-term debt:
USD notes under the 2012 Note Purchase Agreement
(100.0
USD notes under the 2019 Term Loan Agreement
(5.6
(9.2
(10.5
Repayment of long-term debt - Total
Revolving Credit Facility:
As of June 30, 2025, the maximum commitments and net amounts available under (i) the 2024 Revolving Credit Agreement and (ii) other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand are as follows (dollars in millions):
WeightedAverageInterest Rate
Total AmountCommitted byLenders
OutstandingBorrowings
OutstandingLetters ofCredit
TotalAmountAvailable
2024 Amended and Restated Credit Agreement
0.43%
900.0
777.2
Bank guarantees and working capital line
varies
184.0
Total revolving lines of credit
1,084.0
184.7
As of June 30, 2025, the Company was in compliance with the covenants of all debt agreements.
26
The Company measures the following financial assets and liabilities at fair value on a recurring basis. The following tables set forth the Company’s financial instruments and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions):
Quoted Pricesin ActiveMarketsAvailable(Level 1)
SignificantOtherObservableInputs(Level 2)
SignificantUnobservableInputs(Level 3)
Time deposits and money market funds
Interest rate and cross-currency swap agreements (note 17)
Forward currency contracts
Total assets recorded at fair value
10.0
Liabilities:
Contingent consideration (note 18)
Hybrid instruments liabilities (note 19)
83.6
42.8
Equity interest purchase option liability (a)
17.0
Total liabilities recorded at fair value
160.6
46.1
114.5
17.2
45.0
78.1
14.9
128.0
110.3
Refer to Note 2, Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, for further information on the risks and valuation methodology used for assets and liabilities measured or disclosed at fair value.
27
The Company's major exposures relate to foreign exchange rate, interest rate, and commodity price risks. Risk management activities related to these risks are as follows:
Foreign Exchange Rate Risk:
The Company’s exposure to foreign exchange rate risk includes exchange risk as a result of non-U.S. operations having functional currencies other than the U.S. Dollar, which is managed by cross-currency interest rate swap agreements and long-term debt designated as net investment hedges. As of June 30, 2025, the Company had several cross-currency interest rate swap agreements that qualify for hedge accounting with a notional value of $127.9 million of U.S. Dollar to Swiss Franc and a notional value of $127.9 million of U.S. Dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of its Euro and Swiss Franc denominated net asset investments.
In addition, the Company has foreign currency exposure at a transaction level, and this is addressed by forward currency contracts for significant exposures which have not been designated as accounting hedges.
Interest Rate Risk:
The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt under the U.S. Dollar denominated 2019 Term Loan and adverse movements in the related market rates. This exposure is managed as part of a cross-currency interest rate swap which involves the Company paying-fixed receiving-floating. The objective of this designated cash flow hedge is to offset the variability of cash flows on term loan debt interest payments attributable to changes in SOFR, a contractually specified rate. The difference between the interest rate received and paid under the interest rate and cross-currency swap agreements is recorded in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income.
Commodity Price Risk:
The Company has arrangements with certain customers under which it has a firm commitment to deliver copper-based superconductors at a fixed price. In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts. As commodity contracts settle, gains (losses) related to changes in fair values are included within revenues.
The following table presents the Company’s notional amounts outstanding under foreign exchange contracts, cross-currency interest rate swap agreements, and long-term debt designated as net investment hedges, as well as the respective fair value of the instruments (in millions):
Notional (in USD)
Fair Value
Derivatives designated as hedging instruments
Interest rate cross-currency swap agreements
11.1
(42.8
(17.2
(33.6
1,660.7
(216.2
1,453.0
(8.5
Total derivatives designated as hedging instruments
1,916.5
(249.8
1,716.3
(3.9
Derivatives not designated as hedging instruments
52.9
841.9
956.6
(3.3
78.6
Total derivatives not designated as hedging instruments
1,009.5
920.5
Total derivatives
2,926.0
(252.9
2,636.8
28
The following table is a summary of the gain (loss) included in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):
(26.2
(7.1
(22.0
(5.1
Embedded derivatives in purchase and delivery contracts
(1.1
(25.3
(6.9
(20.9
(6.2
Derivatives designated as cash flow hedging instruments
Derivatives designated as net investment hedging instruments
3.0
6.2
(2.9
(14.7
The following table is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):
(1.4
(20.6
(26.0
9.9
(126.9
(6.3
(158.0
44.2
(147.5
(184.0
54.1
The following table sets forth the changes in contingent consideration liabilities (in millions):
Current period settlements
(5.0
Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other Charges, net, in the consolidated statements of operations. Contingent consideration payments in excess of the acquisition date fair value are included in net cash provided by operating activities and the original acquisition date values are included in net cash provided by (used in) financing activities in the consolidated statements of cash flows.
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Related to certain other majority owned acquisitions, the Company has entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell the remaining ownerships for cash at contractually defined redemption values.
The following table sets forth the changes in hybrid instruments liability (in millions):
Acquisitions
The Level 3 fair value measurements of our hybrid instrument liabilities include the following significant unobservable inputs:
Hybrid Instrument Liabilities
Valuation Technique
Unobservable Input
Range
Weighted Average (a)
Put / Call Options
Option Pricing Model
Revenue Risk Premium
1.6% - 12.6%
10.6%
EBITDA Risk Premium
10.1% - 25.1%
21.4%
The Company’s product offerings include technologies and related intellectual property rights that are either developed or acquired. Such technologies and rights, particularly patents, are a significant part of ongoing product development and differentiation. Lawsuits, claims, and proceedings of a nature that claim infringement of patents or patent licenses owned by others are considered normal to the business and may be pending from time to time against the Company. Intellectual property litigation is inherently complex and unpredictable. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify.
Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding related to patents, products, and other matters, is considered probable and the amount can be reasonably estimated, or a range of loss can be determined. If the estimate of a probable loss is a range and no amount within the range is more likely, management’s best estimate is represented by the minimum amount of the range. If a material loss is not reasonably estimable, but is considered probable, or a material loss is reasonably possible, but not probable, disclosure would be provided below. The outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters, net of amounts accrued in the Company's balance sheet, may have a material adverse effect on the Company's business or financial condition.
Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. An adverse outcome in any of these proceedings could result in one or more of the following and have a material impact on our business or consolidated results of operations and financial position: (i) loss of patent protection; (ii) inability to continue to engage in certain activities; (iii) payment of significant damages, royalties, penalties, and/or license fees to third parties; and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges.
At June 30, 2025, and December 31, 2024, the accrual for several legal matters that were deemed to be both probable and estimable was $27.3 million and $86.0 million, respectively. In management’s opinion, the Company is not currently involved in any legal proceedings other than those specifically identified below, individually or in the aggregate, that could materially adversely impact our operating results and cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated. While the Company believes it has meritorious defenses for the matters described below, the ultimate resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.
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In connection with the Company’s acquisition of PhenomeX Inc. (“PhenomeX”) on October 2, 2023, the Company’s wholly owned subsidiary, Bruker Cellular Analysis, Inc., was substituted as a party into the existing patent litigation between PhenomeX and AbCellera Biologics Inc. (“AbCellera”) related to PhenomeX’s Beacon instruments and Opto products. The University of British Columbia (“UBC”), the owner and licensor to AbCellera of the asserted patents, is a co-plaintiff in the litigation. The plaintiffs’ complaint seeks unspecified damages and injunctive relief.
In connection with the acquisition of NanoString on May 6, 2024, the Company assumed certain of its liabilities, including the liabilities associated with NanoString’s litigation matters with 10x Genomics, Inc. (“10x”) related to NanoString’s GeoMx Digital Spatial Profiler products, NanoString’s CosMx Spatial Molecular Imager products, and 10x’s Visium Spatial Gene Expression system and related products. On May 12, 2025, the Company and 10x entered into a settlement agreement resolving these litigation matters, with global patent cross license agreements between the two companies. The settlement includes an agreement by the Company to pay $68.0 million to 10x in four equal quarterly installments, beginning in third quarter of 2025 and, effective as of the settlement date, the Company will pay royalties on sales of GeoMx and CosMx products until the expiration of the applicable licensed patents. In connection with the settlement, all ongoing lawsuits and administrative proceedings filed by both companies in several countries, including actions pending in the United States, in Germany, and before the European Unified Patent Court, have been, or are being, withdrawn. In accounting for the settlement agreement, the Company allocated the $68.0 million payment between amounts representing the settlement of the past liability related to patent infringement claims and the future cost of doing business associated with the license agreements. As a result, the Company recognized an intangible asset and recorded the remaining settlement amount under other current liabilities in the consolidated balance sheets in the second quarter of 2025.
At June 30, 2025, the Company did not have any preferred stock issued or outstanding (5,000,000 shares authorized with $0.01 par value).
At June 30, 2025, the Company had 182,695,537 shares issued and 151,715,927 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value).
Public Offering
In May 2024, the Company completed an underwritten public offering (the “Offering”) in which the Company issued and sold 6,000,000 shares of its common stock at a public offering price of $67.29 per share. The Company received net proceeds of approximately $403.0 million after deducting underwriting fees and other offering expenses. The Offering was made pursuant to an automatically effective registration statement on Form S-3 and accompanying prospectus filed with the SEC on May 29, 2024, and a final prospectus relating to the Offering filed with the SEC on May 31, 2024. The Company did not complete any underwritten public offering during the three and six months ended June 30, 2025.
Share Repurchase Program
In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements, and other considerations.
The following table presents the share purchase activity under the 2023 Repurchase Program for the periods reported (in millions except share data):
Shares purchased
Aggregate cost of shares repurchased
Dollar value of shares that may yet be purchased under the program (a)
359.9
369.9
At June 30, 2025 the Company held 30,979,610 shares of treasury stock at cost.
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Stock-Based Compensation
The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of operations and comprehensive income (in millions):
Restricted stock units
Employee Stock Purchase Plan
Total stock-based compensation expense
5.1
11.3
8.8
8.0
In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of $0.7 million and $1.7 million in the three months ended June 30, 2025, and 2024, respectively, and $1.3 million and $2.2 million in the six months ended June 30, 2025 and 2024, respectively, related to the fair value changes of hybrid instruments associated with the option rights of certain minority shareholders of the Company’s majority owned acquisitions.
At June 30, 2025, the Company expected to recognize pre-tax stock-based compensation expense of $3.5 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 2.3 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $36.1 million associated with outstanding restricted stock units granted under the Company's 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.3 years.
In May 2025, the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) was approved by the Company’s stockholders. The 2026 Plan will be effective as of February 19, 2026 (the “Effective Date”), which will be the date immediately following the date on which the Bruker Corporation 2016 Incentive Compensation Plan (the “Prior Plan”) expires. No additional awards will be granted under the Prior Plan on or after the Effective Date. The 2026 Plan provides for the issuance of up to 12,000,000 shares of the Company’s common stock. The 2026 Plan will be administered by the Compensation Committee of the Board or another committee appointed by the Board (the “Committee”) and provides for grants of awards to non-employee directors, employees, and certain key advisors of the Company, and its subsidiaries in the form of nonqualified and incentive options, stock awards, stock units, stock appreciation rights, cash-based awards, and other awards. The Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. The 2026 Plan will terminate on May 28, 2035, unless terminated earlier pursuant to its terms.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.
Any statements other than statements of historical fact contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Quarterly Report on Form 10-Q may be deemed to be 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. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “may,” “will,” “intend,” “estimate,” “should” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements include, but are not limited to, statements regarding:
Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in this Quarterly Report on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.
We can experience quarter-to-quarter fluctuations in our operating results as a result of various factors, some of which are outside our control, such as:
Several of these factors have in the past affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related payments, and will likely continue to do so in the future. Accordingly, our operating results in any particular quarter may not necessarily be an indication of any future quarter’s operating performance.
OVERVIEW
We are a developer, manufacturer, and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecular, and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major research and development and manufacturing centers in Europe, Asia and North America, and we have commercial offices located throughout the world. Bruker is organized into four reportable segments: the Bruker Scientific Instruments (BSI) BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the Bruker Energy & Supercon Technologies (BEST) Segment.
Consolidated Results
The following table presents a summary of our consolidated results as of the three and six months ended June 30, 2025 and 2024:
GAAP Financial Measures:
Revenue year-on-year Growth Rate
)%
11.4
Gross Profit
Gross Profit Margin
48.0
46.9
48.4
Operating Income
Operating Income Margin
7.4
Net cash provided by (used by) operating activities
(127.5
Non-GAAP Financial Measures (see 'Non-GAAP Measures' below):
Non-GAAP Constant-exchange rate (CER) currency revenue
774.0
808.1
1,585.8
1,530.8
Non-GAAP Constant-exchange rate (CER) currency revenue year-on-year growth rate
18.5
12.0
Non-GAAP Organic Revenue
744.4
732.6
1,487.0
1,429.0
Non-GAAP Organic Revenue year-on-year growth rate
Non-GAAP Gross Profit
387.2
411.1
798.1
780.5
Non-GAAP Gross Profit Margin
48.6
49.9
Non-GAAP Operating Income
72.0
110.7
173.7
211.4
Non-GAAP Operating Income Margin
13.8
Non-GAAP Free Cash Flow
(148.8
(23.5
(109.8
(23.1
Discussion of GAAP financial measures follows in the Results of Operations paragraphs.
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Non-GAAP Financial Measures
Uses and definitions:
Although our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, we believe that describing revenue excluding the effects of foreign currency, and expenses excluding costs related to restructuring actions, acquisitions, and related integration expenses, amortization of acquired intangible assets, costs associated with our global information technology, transition initiatives, and other costs (“non-GAAP adjustments”), provides meaningful supplemental information regarding our performance but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. We rely internally on certain measures that are not calculated according to GAAP. These measures include constant exchange rate (“CER”) currency revenue growth, organic revenue growth, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating margin, and free cash flow.
Our management believes that these financial measures provide relevant and useful information that is widely used by equity analysts, investors, and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance and are useful measures to evaluate our continuing business. Additionally, management believes free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividends, and repayment of debt.
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 such non-GAAP measures and use this information for our planning and forecasting activities. These measures may also be useful to investors in evaluating the underlying operating performance of our business. 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 it may be different from non-GAAP financial measures used by other companies, and therefore, may not be comparable among companies.
We define our non-GAAP financial measures as follows:
Reconciliations of GAAP to Non-GAAP financial measures:
GAAP revenue to non-GAAP CER currency revenue:
GAAP revenue
Effect of changes in foreign currency translation rates
(7.4
13.0
(8.4
Non-GAAP CER currency revenue
GAAP Revenue growth rate
Non-GAAP CER currency revenue growth rate
The non-GAAP CER revenue decline in the three months ended June 30, 2025, compared to the year ago quarter, was driven primarily by slower demand in pharma and industrial markets for our life science instruments partially offset by higher revenue from prior year acquisitions. The increase in non-GAAP CER in the six months ended June 30, 2025, compared to the year ago period, reflects increased revenue from prior year acquisitions offset by reduced revenue from the weakened biopharma research markets.
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GAAP revenue to non-GAAP Organic revenue:
Non-GAAP adjustments:
Acquisitions and divestitures
29.6
75.5
98.8
101.8
Non-GAAP Organic revenue
Non-GAAP Organic revenue growth rate
The non-GAAP organic revenue decline in the three months and six months ended June 30, 2025, compared to the year-ago periods, was primarily a result of similar drivers to those described above under GAAP revenue to non-GAAP CER currency revenue.
GAAP Gross Profit to non-GAAP Gross Profit:
Restructuring costs
Acquisition-related costs
8.7
11.7
Purchased intangible amortization
15.0
19.8
Other costs
7.1
Non-GAAP gross profit
The decrease in Non-GAAP gross profit margin in the three months and six months ended June 30, 2025, compared to the year-ago periods, was driven by decline of revenue primarily as result of slower demand in pharma and industrial markets, combined with an increase in cost of goods sold due to higher U.S. tariffs and foreign exchange headwinds from a declining U.S. dollar.
GAAP Operating income to non-GAAP Operating income:
26.0
14.1
33.1
9.3
Non-GAAP operating income
The decrease in our non-GAAP operating margin in the three and six months ended June 30, 2025, compared to the year-ago periods, was driven primarily by lower non-GAAP gross profit, the impact of foreign currency translation, and the impact of prior period acquisitions.
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GAAP Net operating cash flow to non-GAAP Free cash flow:
GAAP net cash provided by (used in) operating activities
Less: purchases of property, plant and equipment
Free cash flow
For the six months ended June 30, 2025, our free cash flow decreased by $86.7 million compared to the same period in 2024, primarily due to lower net income and an increase in tax payments in the first half of 2025.
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RESULTS OF OPERATIONS
Three Months Ended June 30, 2025, compared to the Three Months Ended June 30, 2024
The following table presents our results for the periods reported:
DollarChange
PercentageChange
(3.0
16.4
20.1
(26.7
10.1
(8.6
(37.4
(36.2
(75.3
12.8
(52.9
(23.4
(97.9
(19.2
(119.3
(400.0
(44.7
0.0
The following table presents revenue, change in revenue, and revenue growth by reportable segment for the periods reported:
(22.2
(10.2
20.2
BSI Nano
Eliminations (a)
(2.1
Revenue decreases for the three months ended June 30, 2025, compared to the year ago quarter, were primarily attributable to the BSI BioSpin Segment with the decline primarily driven by weaker demand in the biopharma and industrial markets for life science instruments. This decrease was partially offset by a year-on-year increase in revenue in the BSI CALID Segment, which was primarily due to increased revenue from prior year acquisitions.
Geographically during the three months ended June 30, 2025, compared to the same period in 2024, our North American revenue decreased 8.8% and European revenue decreased by 1.2%, while Asia Pacific revenue increased by 6.8%.
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The following table presents gross profit and gross profit margins by reportable segment for the periods reported:
Percentage ofSegmentRevenue
83.4
42.7
102.7
145.3
50.8
143.0
53.8
115.9
121.5
25.2
Total gross profit
The decrease in gross profit and gross profit margin, compared to the prior year quarter, were driven primarily by changes in sales mix, combined with increased cost of goods sold due to higher U.S. tariffs and foreign exchange headwinds from a declining U.S. dollar
Selling, General and Administrative
Our selling, general and administrative expenses for the three months ended June 30, 2025, increased to 29.0% of total revenue, from 27.6% of total revenue for the comparable period in 2024. The increase as a percentage of revenue was a result of increased spending related to the impact from acquisitions that occurred early in the second quarter of 2024.
Research and Development
Our research and development expenses for the three months ended June 30, 2025 increased to 12.6% of total revenue from 11.5% of total revenue for the comparable period in 2024. The increase as a percentage of revenue is a result of the current year impact of prior year acquisitions.
Other Charges, Net
Other charges, net for the three months ended June 30, 2025, decreased to $14.4 million compared to $23.0 million for the three months ended June 30, 2024. The year over year decrease was primarily attributed to lower acquisition-related expenses as fewer acquisitions closed in the second quarter of the current year compared to the comparable period in 2024. This decrease was offset by a slight increase in restructuring charges related primarily to restructuring programs as described in Note 10, Restructuring. Refer to Note 9, Other Charges, net for more details on our other charges, net costs. In addition, in the second quarter of 2025, the Company initiated a corporate-wide restructuring program to be implemented across multiple functions and geographies to address challenges in the current business environment. We anticipate additional restructuring charges in the third and fourth quarter of 2025 with activities under these plans expected to be completed by 2026.
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The following table presents operating income and operating margins on revenue by reportable segment for the periods reported:
Operating(loss) Income
37.3
(13.4
(5.3
(3.6
Corporate, eliminations and other (a)
(31.6
Total operating income
The decrease in operating income and operating income margin was driven by the factors described above. In August 2025, the Company announced a significantly expanded cost savings initiative that is expected to reduce our annual costs by approximately $100 million to $120 million in 2026. These major cost reductions affect all parts of the Company’s business, from supply chain and manufacturing to commercial, administrative and research and development investments. See Note 10, Restructuring in the Notes to Unaudited Condensed Consolidated Financial Statements.
Interest and Other Income (Expense), Net
The increase in interest and other income (expense), net in the three months ended June 30, 2025, as compared to the same period in 2024 was primarily due to lower foreign exchange differences on the revaluation of monetary items and the inclusion of a significant impairment of minority investments in the comparative prior period.
Income Tax Provision
The effective tax rate for the three months ended June 30, 2025, was not meaningful due to one-time favorable discrete events recorded during the period. The effective tax rate for the three months ended June 30, 2024 was 67.4%.
The OECD introduced its Pillar 2, which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended June 30, 2025, reflects currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance had an impact on our income tax provision, resulting in an increase to our adjusted effective tax rate of 2.3% for the three months ended June 30, 2025. We continue to monitor the countries in which it operates as they enact legislation implementing Pillar 2.
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Six Months Ended June 30, 2025, compared to the Six Months Ended June 30, 2024
The following table presents our results for the periods reports:
Six Months Ended June 30,
36.7
39.7
76.4
50.7
8.4
64.7
40.2
9.6
23.3
80.9
(69.2
(61.3
(0.7
(69.9
(73.2
(30.3
(84.4
(64.8
(463.6
(33.5
(57.3
72.4
14.7
15.8
(11.7
(4.5
Revenue increases in the six months ended June 30, 2025, compared to the year ago quarter, were driven mostly by ELITechGroup and NanoString, partially offset by organic revenue decline. The BSI CALID Segment increase in revenue was primarily from the ELITech molecular diagnostics business, which was acquired in the second quarter of 2024. BSI Nano Segment increase in revenue was primarily driven by the Nanostring business, which was acquired in the second quarter of 2024. The BEST revenue decrease was driven mainly by a softness in the clinical MRI market, as well as a strong prior-year comparison for the Research Instruments business.
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Geographically in the six months ended June 30, 2025, our North American revenue decreased 0.3%, Asia Pacific revenue increased by 5.7%, and European revenue increased by 7.1% driven by driven by tailwinds from acquisitions compared to the same period in 2024.
177.1
194.7
298.7
52.8
272.8
55.3
247.3
237.3
The slight increase in gross profit compared to the prior year was driven primarily by the impact of the ELITechGroup and NanoString acquisitions that occurred in 2024 offset by associated business combination amortization expenses, combined with increased cost of goods sold due to higher U.S. tariffs and foreign exchange headwinds from a declining U.S. dollar.
Our selling, general and administrative expenses for the six months ended June 30, 2025, increased to 28.6% of total revenue, from 27.4% of total revenue for the comparable period in 2024. The increase as a percentage of revenue was a result of increased costs from recent acquisitions compared to the same period in 2024.
Our research and development expenses for the six months ended June 30, 2025, increased to 12.3% of total revenue from 11.4% of total revenue for the comparable period in 2024. The increase as a percentage of revenue is a result of our increased research and development related costs from prior year acquisitions.
Other charges, net for the six months ended June 30, 2025, increased to $51.3 million compared to $33.9 million for the comparable period in 2024. The year over year increase was primarily due to $22.6 million of acquisition-related litigation charges that primarily relate to the acquisitions of BCA and NanoString, $10.5 million of restructuring charges related primarily to restructuring programs as described in Note 10, Restructuring, offset by a decrease of $12.6 million in acquisition-related expenses due to fewer acquisitions closed in the current year compared to 2024. Refer to Note 9, Other Charges, net for more details on our other charges, net costs. In addition, in the second quarter of 2025, the Company initiated a corporate-wide restructuring program to be implemented across multiple functions and geographies to address challenges in the current business environment. We anticipate additional restructuring charges in the third and fourth quarter of 2025 with activities under these plans expected to be completed by 2026.
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OperatingIncome (Loss)
10.3
68.5
66.4
76.6
15.5
(20.4
13.1
(58.1
(58.0
The decrease in operating income observed in all segments was due to factors described above.
In August 2025, the Company announced a significantly expanded cost savings initiative that is expected to reduce our annual costs by $100 million to $120 million in 2026. These major cost reductions affect all parts of the Company’s business, from supply chain and manufacturing to commercial, administrative and research and development investments.
Interest and other income (expense), net in the six months ended June 30, 2025, is comparable to that in the six months ended June 30, 2024.
The effective tax rates for the six months ended June 30, 2025, and 2024 were 21.9% and 37.6%, respectively. The decrease in the Company's effective tax rate was primarily due to a change in jurisdictional mix, and net favorable discrete activities.
The OECD introduced its Pillar 2, which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the six months ended June 30, 2025, reflects currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance had an impact on our income tax provision, resulting in an increase to our adjusted effective tax rate of 2.3% for the six months ended June 30, 2025. We continue to monitor the countries in which it operates as they enact legislation implementing Pillar 2.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows
We anticipate that our existing cash and credit facilities will be sufficient to support our operating and investing needs for at least the next twelve months. Our future cash requirements could be affected by acquisitions that we may complete, purchases of our common stock, or the payment of dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.
We aggregate all bank accounts that are subject to our notional cash pooling arrangement into a single balance on our consolidated balance sheets. Our notional cash pooling arrangement is managed by a third-party financial institution and as of June 30, 2025, it was in a positive position. The cash and cash equivalent balance held outside of the United States in our foreign subsidiaries was primarily located in the Netherlands, Switzerland, and Hong Kong.
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The following table presents our cash flows from operating activities, investing activities, and financing activities for the periods reported:
Net decrease in cash, cash equivalents, and restricted cash
Net cash used in operating activities during the six months ended June 30, 2025, resulted primarily from a change in operating assets and liabilities, net of acquisitions of $151.0 million, offset by consolidated net income adjusted for non-cash items of $88.5 million. Net cash provided by operating activities during the six months ended June 30, 2024, resulted primarily from consolidated net income adjusted for non-cash items of $144.7 million, partially offset by a change in operating assets and liabilities, net of acquisitions and divestitures of $121.8 million.
The decrease in consolidated net income adjusted for non-cash items was primarily due to lower income as result of increased costs related to recent acquisitions combined with negative impact of new global trade tariffs. The change in operating assets and liabilities, net of acquisitions increased primarily due to timing of income taxes payable offset by increased collections of receivables.
Net cash used in investing activities during the six months ended June 30, 2025, resulted primarily from cash paid for acquisitions of $69.5 million, purchases of property, plant and equipment of $47.3 million, and minority investments of $3.2 million. Net cash used in investing activities during the six months ended June 30, 2024, resulted primarily from cash paid for acquisitions of $1,576.5 million, purchases of property, plant and equipment of $46.0 million, and minority investments of $10.0 million, offset by $2.5 million of proceeds from cross-currency swap agreements.
Net cash provided by financing activities during the six months ended June 30, 2025, was primarily from net proceeds of our revolving line of credit of $89.1 million, proceeds from long-term debt of $2.9 million, offset by repayments of long-term debt of $22.3 million, the payment of dividends to common shareholders of $15.3 million, and cash paid for purchases of common stock under our repurchase program of $10.0 million. Net cash provided by financing activities during the six months ended June 30, 2024, was primarily from net proceeds from our revolving line of credit of $233.2 million, proceeds from long-term debt of $805.7 million, proceeds from our public offering of common stock $402.9 million, offset by the repayment of our 2012 Note Purchase Agreement of $100.0 million, and the payment of dividends to common shareholders of $15.0 million.
Refer to Note 21, Shareholder's Equity, in the Notes to our Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for more information on our share repurchase program.
Incentive Compensation Plan
In May 2025, the 2026 Plan was approved by our stockholders. The 2026 Plan will be effective as of the Effective Date, which will be the date immediately following the date on which the Prior Plan expires. No additional awards will be granted under the Prior Plan on or after the Effective Date. The 2026 Plan provides for the issuance of up to 12,000,000 shares of our common stock. The 2026 Plan, will be administered by the Compensation Committee of the Board or another Committee, and provides for grants of awards to non-employee directors, employees, and certain of our key advisors in the form of nonqualified and incentive options, stock awards, stock units, stock appreciation rights, cash-based awards, and other awards. The Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. The 2026 Plan will terminate on May 28, 2035, unless terminated earlier pursuant to its terms.
Credit Facilities
As of June 30, 2025, we have total outstanding debt of $2.4 billion and a revolving credit facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $400 million. As of June 30, 2025, we were in compliance with all covenants of our debt agreements.
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For a summary of the fair and carrying values of our outstanding debt as of June 30, 2025, and December 31, 2024, refer to Note 15, Debt and Note 16, Fair Value of Financial Instruments to our unaudited condensed consolidated financial statements included in this report. For additional information on our outstanding debt and credit facility refer to, Note 21, Debt, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates since December 31, 2024. Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our critical accounting policies.
RECENT ACCOUNTING PRONOUNCEMENTS
Information regarding recent accounting standard changes and developments is incorporated by reference from Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this document and should be considered an integral part of this Item 2. Refer to Note 2, Recent Accounting Pronouncements in the Notes to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for recently adopted and issued accounting standards.
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk is contained in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024. As of June 30, 2025, there were no material changes in our exposure to market risk from December 31, 2024 other than the following:
Tariff Risks
During the second quarter of 2025, various tariffs were announced and modified on imports into the U.S. The universal baseline tariff of 10% announced April 2, 2025 remained in place for most trading partners, and significant additional country-specific rates were announced August 1, 2025 to become effective August 7, 2025 (or October 5, 2025 for goods loaded on board a vessel before that date) pending negotiation of trade agreements providing for a lower rate. The U.S. Government has imposed 50% tariffs on designated steel, aluminum, and copper imports following industry-specific considerations, and additional tariffs may be imposed on imported semiconductors, processed critical minerals, and other industries in the future, as U.S. government considerations of those industries remains ongoing. The imposition of these tariffs has impacted our profitability to the extent that we have not been able to pass along the impact to our customers. We are continuing to assess how the increased tariffs, including potential reciprocal tariffs, may affect operating profitability, business operations, and strategies to mitigate potential cost increases.
ITEM 4.CONTROLS AND PROCEDURES
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that are designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) by others within our organization. Under the supervision and with the participation of our management, including our Chief Executive Officer, and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Management concluded that the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with GAAP.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
We are involved in lawsuits, claims, and proceedings, including, but not limited to, patent, customer, labor and employment, and commercial matters, which arise in the ordinary course of business. As of June 30, 2025, other than as disclosed in Note 20, Commitments and Contingencies in the Notes to our Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, the Company is not party to any material pending legal proceedings other than ordinary routine litigation incidental to the Company’s business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject. However, the outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters may have a material adverse effect on the Company's business or financial condition.
In addition, we are subject to regulations by national, state and local government agencies in the United States and other countries in which we operate. From time to time, we are the subject of governmental investigations often involving regulatory, marketing and other business practices. These governmental investigations may result in the commencement of civil and criminal proceedings, fines, penalties, and administrative remedies which could have a material adverse effect on our financial position, results of operations and/or liquidity.
ITEM IA.RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Pursuant to a share repurchase program approved by the Board of Directors and announced on May 12, 2023 (the “2023 Repurchase Program”), the Company was permitted to purchase up to $500.0 million of shares of its common stock over a two-year period. Authorization to purchase shares under the 2023 Repurchase Program expired in May 2025. The Company did not make any purchases of its common stock during the quarter ended June 30, 2025.
ITEM 5.OTHER INFORMATION
Director and Officer Trading Arrangements
During the quarter ended June 30, 2025, none of the Company’s directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408, except as follows:
On April 23, 2025, Dr. Cynthia Friend, a member of the Company’s Board of Directors, terminated a trading plan she had previously adopted with respect to the sale of securities of the Company’s common stock, intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Trading Plan”). Dr. Friend’s Rule 10b5-1 Trading Plan was adopted on February 18, 2025, and provided for the sale of up to (a) 5,192 shares of the Company’s Common Stock underlying time-based restricted stock units and (b) 4,300 shares of Common Stock underlying stock options granted under an equity compensation plan. As of the date of termination of her Rule 10b5-1 Trading Plan, Dr. Friend did not sell any shares of common stock under the terms of the Rule 10b5-1 Trading Plan.
ITEM 6.EXHIBITS
Exhibit No.
Description
Bruker Corporation 2026 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 000-30833, filed May 29, 2025)
31.1*
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents
104*
Cover page formatted in Inline XBRL and contained in Exhibit 101
* Filed herewith.
** Furnished herewith
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, thereunto duly authorized.
Date: August 5, 2025
By:
/s/ FRANK H. LAUKIEN, PH.D.
Frank H. Laukien, Ph.D.
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
/s/ GERALD N. HERMAN
Gerald N. Herman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ THOMAS BURES
Thomas Bures
Chief Accounting Officer
(Principal Accounting Officer)