Bruker (NASDAQ: BRKR) outlines 2025 business segments, risks and $2.57B backlog
Rhea-AI Filing Summary
Bruker Corporation files its annual report describing a global business built around four segments: BSI BioSpin, BSI CALID, BSI NANO, and BEST, focused on advanced scientific instruments and superconducting materials. The company serves life science, biopharma, materials, semiconductor, microbiology, diagnostics, and government markets with NMR, mass spectrometry, X-ray, microscopy, spatial biology, diagnostics, and superconducting technologies.
Bruker reports an aggregate market value of non‑affiliate stock of
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UNITED STATES
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the information required by Part III of this report (Items 10, 11, 12, 13 and 14) are incorporated by reference from the registrant’s Definitive Proxy Statement on Schedule 14A for its 2026 Annual Meeting of Shareholders to be filed within 120 days of the close of the registrant’s fiscal year.
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BRUKER CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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Part I |
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Item 1 |
Business |
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Item 1A |
Risk Factors |
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Item 1B |
Unresolved Staff Comments |
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Item 1C |
Cybersecurity |
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Item 2 |
Properties |
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Item 3 |
Legal Proceedings |
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Item 4 |
Mine Safety Disclosures |
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Part II |
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Item 5 |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
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Item 6 |
Reserved |
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Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 8 |
Financial Statements and Supplementary Data |
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Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A |
Controls and Procedures |
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Item 9B |
Other Information |
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Item 9C |
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections |
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Part III |
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Item 10 |
Directors, Executive Officers and Corporate Governance |
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Item 11 |
Executive Compensation |
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Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
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Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14 |
Principal Accountant Fees and Services |
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Part IV |
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Exhibits, Financial Statements and Schedules |
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Item 16 |
Form 10-K Summary |
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Signatures |
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Any statements contained in this Annual Report on Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, 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:
Any forward-looking statements contained herein are based on current expectations but are subject to a number of risks and uncertainties, and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, continued volatility in the capital markets, the impact of increased interest rates, our ability to raise capital to support our operations on favorable terms, product development and market acceptance of our products, competition, rapidly changing technologies and product obsolescence, the effects of climate change, including natural disasters, catastrophic events and other events beyond our control, and those discussed in Part I, Item 1A of this Annual Report on Form 10-K under the heading “Risk Factors.” While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change, and readers should not rely on those forward-looking statements as representing our views as of any date subsequent to the date of the filing of this report. References to “we,” “us,” “our,” “management” or the “Company” refer to Bruker Corporation and, in some cases, its subsidiaries, as well as all predecessor entities.
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Our principal executive offices are located at 40 Manning Road, Billerica, MA 01821, and our telephone number is (978) 663-3660. Information about Bruker Corporation is available at www.bruker.com. The information on our website is not incorporated by reference into and does not form a part of this report. All trademarks, trade names or copyrights referred to in this report are the property of their respective owners.
PART I
ITEM 1 BUSINESS
Our Business
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. Many of our products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. Our products and solutions address the rapidly evolving needs of a diverse array of customers in life and materials science research, biopharmaceuticals, applied markets, microbiology, in-vitro diagnostics, and nanotechnology. Our technology platforms include magnetic resonance, mass spectrometry, gas and liquid chromatography, X-ray, microscopy, metrology, and molecular spectroscopy technologies. We are enabling innovation, improved productivity, and customer success in post-genomic life science molecular and cell biology research and offer differentiated, high value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major technical and manufacturing centers in Europe and North America and have sales offices located throughout the world.
Business Segments
We have four reportable segments, Bruker Scientific Instruments (“BSI”) BioSpin, BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection), BSI NANO, and Bruker Energy & Supercon Technologies (“BEST”), which each comprise several divisions as disclosed below. Our products, which have a particular application in structural proteomics, drug discovery, pharmaceutical and biotechnology research and production, and the food and materials science fields, primarily provide customers with the ability to determine the structure, dynamics, and function of specific molecules, such as proteins, and thus allows them to understand fundamental biological processes including the formation and progression of diseases.
BSI BioSpin Segment
The BSI BioSpin Segment comprises the following divisions:
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The majority of BSI BioSpin’s customers are academic and government research facilities. Other customers include pharmaceutical and biotechnology companies, battery, chemical, food and beverage, clinical and polymer companies, and nonprofit laboratories.
During 2025, we continued our focus on enhancing customer relationships and driving innovation with our key initiatives, which include expanding into high-potential markets, leveraging core strengths, and driving recurring revenue through aftermarket and connected services. With two additional successful installations of 1.2 GHz NMR systems, we continue to advance ultra-high field access, supporting studies in structural biology, pharmacology, and cellular biology, aligning with Bruker's mission to provide cutting-edge technology for scientific research.
Furthermore, during 2025, we completed certain minority investments which align with the segment’s goals of expanding its technological capabilities, entering new markets, and enhancing its product portfolio.
BSI BioSpin Segment’s instruments are based on the following technology platforms:
Instrument Name |
Description
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Market/Uses |
NMR—Nuclear magnetic resonance |
Qualitative & quantitative analytical technique to determine molecular structure & purity of sample. Molecules placed in a magnetic field, give off radio frequency signature recorded by a detector. Analysis software helps determine molecular structure. |
Used in Academia by pharmaceutical, biotechnology, food and beverage & clinical companies, and other industrial users in life science and material science research. |
EPR—Electron paramagnetic resonance |
A process for absorption of microwave radiation by paramagnetic ions or molecules with at least one unpaired electron that spins in the presence of static magnetic field. This technique detects unpaired electrons unambiguously, whereas other techniques only provide indirect evidence of presence. This technique can identify the paramagnetic species detected, presenting information on molecular structure & giving insight into dynamic processes such as molecular motions or fluidity. |
Used in advanced materials research, materials analysis, quality control. |
MRI—Magnetic resonance imaging |
Process of creating image from manipulation of hydrogen atoms in a magnetic field. In the presence of an external magnetic field, atoms align with or against it. The application of a radio frequency causes atoms to jump between high and low energy states. MRI and magnetic resonance spectroscopy (“MRS”) include different methods, such as: diffusion-weighted, perfusion-weighted, molecular imaging and contrast-enhance. It offers high resolution morphologic information, functional, metabolic or molecular information. |
Used in pharmaceutical research, including metabolomics, to study a number of diseases including diabetes, neurology, oncology, and cardiovascular disorders. |
MPI—Magnetic particle imaging |
Process of creating an image from magnetic particles administered to the body of an animal. Magnetic particles are manipulated in a combination of oscillating magnetic fields exhibiting a field free zone. Response of the particles allows real time 3D data set acquisition of the whole body of an animal, showing the contrast agent distributing in and flowing through the body. |
Used to detect cardiovascular disorders. |
PET—Positron emission tomography |
Process of creating an image from positrons after administration of a positron emitting radionuclide to the body of an animal. Annihilation of the positron produces two photons which show an angle of 180° between them, distinguishing these photons from photons originating from other sources. Tracer enriches in certain regions of interest within the body and gains molecular information from the animal in vivo. |
Used in oncology, inflammation, neurology, and cardiovascular disorders, as well as metabolic disease, drug discovery, and bone diseases. |
SPECT—Single photon emission tomography |
Uses a contrast agent containing radionuclides which directly emit single photons. Contrast agent enriches in certain parts of the body of an animal and generates images of the radionuclide distribution in the body. |
Used in animal investigation in vivo, most importantly in oncology, neurology, and cardiovascular disorders. |
CT—Computed tomography |
Technology based on X-rays which are used to generate a complete 3D data set. Offers highest spatial resolution of all preclinical imaging modalities and is especially useful to generate morphological information about the object or animal under investigation. |
Used in tissue sample analysis or non-invasive in vivo animal imaging. Used in wide range of preclinical investigations in the fields of bone-orthopedics, cardiology, pulmonology, oncology, and metabolism among others. |
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Instrument Name |
Description
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Market/Uses |
Automation—Flexible lab automation solutions |
Offers platforms and digital tools for research and development and quality control labs, supporting various applications including synthesis, nuclear magnetic resonance, X-ray diffraction, and infrared spectroscopy. These applications are designed for scalability, modularity, and flexibility, enhancing lab connectivity, saving time and costs, and boosting outcomes. Rooted in scientific expertise, the technology provides compliance-ready and configurable systems to fit exact workflows. |
Used in research and development and quality control labs. |
Software—Comprehensive data management suite |
Designed to facilitate digitalization and readiness for artificial intelligence and automation. Includes tools for experiment design, data analysis, and process management, enabling real-time understanding, monitoring, and control of processes. This program also integrates robotics and automation technologies to provide transformative solutions, supporting the automation and digitalization of labs and factories under a unified platform. |
Used to support the automation and digitalization of labs and factories under a unified platform.
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BLI—Bioluminescence imaging |
Non-invasive in-vivo imaging technique enables real-time monitoring of biological processes within living organisms utilizing light-emitting molecules, such as luciferase, which produce signals detectable by highly specialized optical imaging systems. The DNA encoding the luminescent protein is incorporated into the animal either via a viral vector or by creating a transgenic animal. |
Used in oncology, immunotherapy, and infectious disease research to study disease dynamics, monitor the effects of therapies, and assess cellular behaviors in live animal models. |
FLI—Fluorescence imaging |
Non-invasive imaging technique that uses fluorescent molecules to detect and visualize biological processes in living organisms. When exposed to specific wavelengths of excitation light, these molecules emit light at different wavelengths, which can be captured by specialized optical imaging systems. |
Used in oncology, immunotherapy, and infectious disease research for cell tracking, biodistribution of a drug delivery system, and multi-target/multi-plex applications. |
The BSI BioSpin Segment also offers a range of services, product lifecycle support, scientific software, and workflow solutions to customers who use BSI BioSpin products.
BSI CALID Segment
The BSI CALID Segment comprises the following divisions:
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Customers of our BSI CALID Segment include pharmaceutical, biotechnology and diagnostics companies, contract research organizations, academic institutions, medical schools, nonprofit or for-profit forensic laboratories, agriculture, food and beverage safety, environmental and clinical microbiology laboratories, hospitals, and government departments and agencies.
During 2025, we continued our focus on enhancing customer relationships and driving innovation through the launch of our MOVE-T solution for the dairy markets as well as the launch of the VERTEX NEO R FTIR research spectrometer. We also introduced several other new technologies and workflows advancing proteomics and multiomics in Mass Spectrometry such as: timsOmni a novel instrument type which ushers an era of functional proteomics and proteoformanalysis; timsMetabo a benchtop 4D-Metabolomics instrument for unprecedented annotation confidence with high sensitivity; the timsUltra Athena Ion Processor (“AIP”) our instrument for ultra-high sensitivity 4D single-cell proteomics and immunopeptidomics based on the AIP technology; and the proteoElute our new nanoflow liquid chromatography system for robust, ultra-sensitive proteomics with real-time monitoring.
Furthermore, during 2025, we completed our acquisition of Recipe Chemicals + Instruments GmbH (“Recipe”), AST Revolution, LLC, as well as certain other acquisitions and minority investments.
The acquisition of Recipe, a provider of vendor-agnostic therapeutic drug monitoring and other clinical in vitro diagnostic kits for Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of-flight mass spectrometry, High Performance Liquid Chromatography, and Inductively coupled plasma mass spectrometry assays, enhances our capabilities in small molecule clinical diagnostic assays for our liquid chromatography triple-quadrupole mass spectrometers. The acquisition of AST Revolution, LLC, an in vitro diagnostics company supporting rapid antimicrobial susceptibility testing, further enhances and complements our product portfolio.
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The BSI CALID Segment’s instruments are based on the following technology platforms:
Instrument Name |
Description
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Market/Uses |
MALDI-TOF—Matrix-assisted laser desorption ionization time-of-flight mass spectrometry, including tandem time-of-flight systems |
Mass spectrometers utilize an ionization process to analyze solid samples using a laser that combines high sample throughput with high mass range and sensitivity. Allows users to classify and identify microorganisms quickly and reliably with minimal sample preparation efforts and life cycle costs. |
Useful for applications in clinical diagnostics, environmental and taxonomical research, and food processing and quality control. Specific applications include: oligonucleotide and synthetic polymer analysis; protein identification and quantification; peptide de novo sequencing; determination of post-translational modifications of proteins; interaction proteomics and protein function analysis; drug discovery and development; and fast body fluid and tissue peptide or protein biomarker detection. Serves the clinical microbiology market, enables identification, taxonomical classification or dereplication of microorganisms like bacteria, yeasts and fungi. |
ESI-TOF—Electrospray ionization time-of-flight spectrometry, including trapped ion mobility (“TIMS”) based on ESI-quadrupole-TOF mass spectrometry (“timsTOF”) |
Mass spectrometers utilize an electrospray ionization process to analyze liquid samples. This ionization process, which does not dissociate the molecules, allows for rapid data acquisition and analysis of large biological molecules and complex biosamples. |
Useful for identification, protein analysis and functional complex analysis in proteomics and protein function; molecular identification in metabolomics, natural product and drug metabolite analysis; combinatorial chemistry high throughput screening; and fast liquid chromatography mass spectrometry, or liquid chromatography mass spectrometry (“LC-MS”), in drug discovery and development. |
MRMS—Magnetic resonance mass spectrometry, including hybrid systems with a quadrupole front end (“Q-q-MRMS”) |
Utilize high-field superconducting magnets to offer the highest resolution, selectivity, and mass accuracy currently achievable in mass spectrometry. Our systems based on this technology often eliminate the need for time-consuming separation techniques in complex mixture analyses. In addition, our systems can fragment molecular ions to perform exact mass analysis on all fragments to determine molecular structure. We offer next-generation hybrid MRMS systems that combine a traditional external quadrupole mass selector and hexapole collision cell with a high-performance MRMS for further ion dissociation, top-down proteomics tools and ultra high-resolution detection. |
Useful for the study of the structure and function of biomolecules, including proteins, DNA and natural products; complex mixture analysis including body fluids or combinatorial libraries; high-throughput proteomics and metabolomics; and top-down proteomics of intact proteins without the need for enzymatic digestion of the proteins prior to analysis. |
ITMS—Ion trap mass spectrometry |
Collects all ions simultaneously, which improves sensitivity relative to previous quadrupole mass spectrometers. |
Useful for sequencing and identification based on peptide structural analysis, quantitative liquid chromatography mass spectrometry, identification of combinatorial libraries, and generally enhancing the speed and efficiency of the drug discovery and development process. |
IMS—Ion mobility spectrometry |
Analytical technique used to separate and identify ionized molecules in the gas phase based on their mobility in a carrier buffer gas. |
Heavily employed for military or security purposes, such as detecting chemical warfare agents and explosives (explosive trace detection, “ETD”). Also has many laboratory and analytical applications. |
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Instrument Name |
Description
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Market/Uses |
GC-MS—Gas chromatography-mass spectrometry systems utilizing triple-quadrupole time-of-flight mass spectrometry |
Combines the features of gas chromatography and mass spectrometry to identify different substances within a test sample. The two components, used together, allow for a finer degree of substance identification than either system when used separately. The result is a quantitative analysis of the components and the mass spectrum of each component. Available in triple quadrupole configurations and can be configured with a variety of options to suit a range of applications. |
Used in applications in food and product safety, forensics, clinical and toxicology testing and environmental, pharmaceutical, and chemical analysis. |
DART-MS—Direct Analysis in Real Time mass spectrometer system utilizing triple quadrupole and time of flight spectrometry |
API technique that enables rapid, chromatography-free analysis of solids, liquids, and gases in their native form, with virtually no sample preparation. Uses a heated gas stream and plasma to generate excited-state species that ionize analytes directly for mass spectrometry results in seconds. This source technology can be integrated into existing mass spectrometry systems or deployed as a fully automated solution, supporting high-throughput workflows such as 96-well plate screening in 25 minutes or less. |
Applications span forensics, clinical research, food, pharmaceuticals, environmental, and industrial, offering flexibility and speed at the point of need. |
LC-MS—Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry |
Combines the separation features of liquid chromatography with the molecular identification features of mass spectrometry to separate, identify and quantify different substances within a test sample. As a complementary technique to GC-MS, which analyzes volatile compounds, LC-MS can be used to analyze a wide range of non-volatile compounds in complex samples. These systems are available in a wide range of configurations to suit a user’s specific needs. |
Primarily used for life science applications, also has applications in food and product safety, forensics and clinical and toxicology testing, as well as environmental, pharmaceutical and chemical analysis. |
FT-IR—Fourier transform-infrared spectroscopy |
Spectrometers utilize the mid- and far-infrared regions of the electromagnetic spectrum. |
Used for various quality control and materials research applications. |
NIR—Near-infrared spectroscopy |
Spectrometers utilize the near-infrared region of the electromagnetic spectrum. |
Used for quality and process control applications in the pharmaceutical, food and agriculture, and chemical industries. The pharmaceutical industry is the leading user of NIR instruments, and applications include quality control, research and development, and process analytical technology. The food and agricultural industry is the second largest user of NIR instrumentation, with an increasing demand for food, feed and beverage quality control. |
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Instrument Name |
Description
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Market/Uses |
PCR—Polymerase chain reaction |
The innovative LiquidArray® technology optimizes asymmetrical multiplex PCR for creating excess single-stranded amplicons with detection by lights-on/-off probes that contain a quencher (lights-off) or both fluorophore and quencher (lights-on). During melting curve analysis, lights-on/-off probes detach from the amplicon at specific temperatures and as fluorescence is either emitted or suppressed, specific fluorescence signatures are generated by the unique FluoroCycler®XT thermocycler for the LiquidArray® multiplex PCR technology. The LiquidArray® technology supports multiplexed assays where a large number of targets are analyzed simultaneously from single samples. For example, the LiquidArray®-powered, WHO-endorsed FluoroType®MTDBR VER 2.0 assay detects more than 500 genotypes by the combined analysis of up to 45 different mutations in mycobacteria. |
Used in clinical microbiology and infectious diseases testing, for example, for syndromic panel testing of gastro-intestinal and sexually transmitted diseases. Additionally, assays are used for the detection of tuberculosis infections, viral load testing of HIV patients, and for the monitoring of transplant patients. |
Raman—Raman spectroscopy and microscopy |
Provides information on molecular structure. The mechanism of Raman scattering is different from that of infrared absorption, in that Raman and IR spectra provide complementary information. |
Useful for the identification of both organic and inorganic compounds and functional groups. Nondestructive technique that can be used for the analysis of both liquids and solids. It is also well suited for use in the polymer and pharmaceutical industries and has applications in the metals, electronics and semiconductors industries. The technique also has applications in life sciences, forensics, and artwork authentication. |
QCL IR—Quantum Cascade LASER Infrared spectroscopy and microscopy |
Utilizes a different source for generating infrared (“IR”) light, which is a quantum cascade LASER which constitutes a tunable mid-IR LASER. Quantum cascade lasers are fundamentally different from the conventional thermal sources which are used for FT-IR. QCL exhibits a spectral power density which is typically orders of magnitudes higher than that of a thermal source, therefore providing advantages in terms of applicability of samples and speed of measurement particularly for microscopy or imaging experiments. |
Used in life sciences, forensics, semiconductor industries and others. |
Additionally, the Bruker Detection product line offers a wide range of portable analytical and bioanalytical detection systems and related products for CBRNE detection. Our customers use these devices for nuclear, biological agent and chemical agent defense applications, anti-terrorism, law enforcement, and process and facilities monitoring. Our CBRNE detection products use many of the same technology platforms as our life science products, as well as additional technologies, including infrared stand-off detection and ion mobility spectrometry, for handheld chemical detectors. We also provide integrated, comprehensive detection suites that include our multiple detection systems, consumables, training and simulators.
BSI NANO Segment
The BSI NANO Segment comprises of the following:
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Customers of our BSI NANO Segment include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies, and other businesses involved in materials analysis.
During 2025, we completed certain minority investments which align with the segment’s goals of expanding its technological capabilities, entering new markets, and enhancing its product portfolio.
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The BSI NANO Segment systems are based on the following technology platforms:
Instrument Name |
Description
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Market/Uses
|
XRD—Polycrystalline X-ray diffraction, often referred to as X-ray diffraction |
Investigate polycrystalline samples or thin films with single wavelength X-rays. The atoms in the polycrystalline sample scatter the X-rays to create a unique diffraction pattern recorded by a detector. Computer software processes the pattern and produces a variety of information, including stress, texture, qualitative and quantitative phase composition, crystallite size, percent crystallinity and layer thickness, composition, defects, and density of thin films and semiconductor material. Our XRD systems contribute to a reduction in the development cycles for new products in the catalyst, polymer, electronic, optical material and semiconductor industries. |
Used in academic and government research, as well as in a variety of other fields, including forensics, art and archaeology. |
XRF—X-ray fluorescence, also called X-ray spectrometry, including handheld XRF systems |
Determine the elemental composition of a material and provide a full qualitative and quantitative analysis. Direct X-rays at a sample, and the atoms in the sample absorb the X-ray energy. The elements in the sample then emit X-rays that are characteristic for each element. The system collects the X-rays, and the software analyzes the resulting data to determine the elements that are present. Provide automated solutions on a turn-key basis for industrial users that require automated, controlled production processes that reduce product and process cost, increase output, and improve product quality. Cover substantially all of the periodic table and can analyze solid, powder or liquid samples. |
Used in academia, as well as in industry for research and quality and process control. Industrial segments include pharma, metals, cement, petrochemistry, minerals, mining, and food, security, and environmental. |
SC-XRD—Single crystal X-ray diffraction, often referred to as X-ray crystallography |
Determine the three-dimensional structures of molecules in a chemical, mineral, or biological substance being analyzed. SC-XRD systems have the capability to determine structure in both small chemical molecules and larger biomolecules. Direct an X-ray beam at a solid, single crystal sample. The atoms in the crystal sample scatter the X-rays to create a precise diffraction pattern recorded by an electronic detector. Software then reconstructs a model of the structure and provides the unique arrangement of the atoms in the sample. This information on the exact arrangement of atoms in the sample is a critical part of molecular analysis and can provide insight into a variety of areas, including how a protein functions or interacts with a second molecule. |
Used in the life sciences industry, academic research, and a variety of other applications. |
µCT—X-ray micro computed tomography, X-ray microscopy |
X-ray imaging in 3D, by the same method used in hospital CT scans, but on a small scale with massively increased resolution. 3D microscopy allows users to image the internal structure of objects non-destructively on a very fine scale. Bruker µCT is available in a range of easy-to-use desktop instruments, which generate 3D images of the sample’s morphology and internal microstructure with resolution down to the sub-micron level. |
Used for numerous applications in materials research and in the life sciences industry. |
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Instrument Name |
Description
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Market/Uses
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EDS—Energy dispersive X-ray spectroscopy on electron microscopes |
Used to analyze the chemical composition of materials under investigation in electron microscopes by utilizing the fact that atoms of different chemical elements, when exposed to the high energy electron beam generated by the microscope, irradiate X-rays of different characteristic energy. The evaluation of the energy spectrum collected by our spectrometer allows the determination of the qualitative and quantitative chemical sample composition at the current beam position. EDS systems allow for simultaneous analysis of all elements in the periodic table, beginning with atomic number 4 (beryllium). |
Used for a range of applications, including nanotechnology and advanced materials research, as well as materials analysis and quality control. Customers include industrial customers, academia and government research facilities. |
EBSD—Electron backscatter diffraction on electron microscopes |
Used to perform quantitative microstructure analysis of crystalline samples in electron microscopes. The microscope’s electron beam strikes the tilted sample and diffracted electrons form a pattern on a fluorescent screen. This pattern is characteristic of the crystal structure and orientation of the sample region from which it was generated. It provides the absolute crystal orientation with sub-micron resolution. Used to characterize materials with regard to crystal orientation, texture, stress, strain, and grain size. EBSD also allows the identification of crystalline phases and their distribution. |
Used in many industries such as metals processing, aerospace, automotive, microelectronics, and earth sciences. |
S-OES—Spark optical emission spectroscopy |
Covers a broad range of applications for metals analysis from pure metals trace analysis to high alloyed grades and allows for analysis of a complete range of relevant elements simultaneously. Instruments pass an electric spark onto a sample, which burns the surface of the sample and causes atoms to jump to a higher orbit. Our detectors quantify the light emitted by these atoms and help our customers to determine the elemental composition of the material. |
Used for analyzing metals in production control laboratories of foundries and steel mills. |
CS/ONH—Combustion analysis for carbon, sulfur, oxygen, nitrogen, and hydrogen in solids |
Carrier gas systems incorporate a furnace and infrared or thermal conductivity detection to analyze inorganic materials for the determination of carbon, sulfur, nitrogen, oxygen, and hydrogen. |
Used for applications in metal production and processing, chemicals, ceramics and cement, coal processing, oil refining, and semiconductors. |
STEM—Scanning transmission electron microscopes |
Provides atomic-resolution information about physical and electronic structure, chemical identity, and local bonding environments by passing an atom-sized beam of electrons through a sample. The beam is raster scanned, and a series of different detectors are used to make atomic-resolutions maps showing atomic locations, chemical species, shifts in valence states, and even vibrational modes (phonons). |
Used primarily in academic and national lab settings for basic science, advancing our fundamental understanding of the materials that will drive the next generation of technologies such as batteries, computer chips, and quantum information. |
AFM—Atomic force microscopy |
Provides atomic or near-atomic resolution of material surface topography using a nano-scale probe that is brought into light contact with the sample being investigated. In addition to presenting a surface image, it can also provide quantitative nano-scale measurements of feature sizes, material properties, electrical information, chemical properties, and other sample characteristics. |
Used for applications in academic and governmental materials and biological research and semiconductor, data storage hard drive, light emitting diode (“LED”), battery, solar cells, polymers, and pharmaceutical product development and manufacturing. |
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Instrument Name |
Description
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Market/Uses
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FM—Fluorescence microscopy |
Our products include two-photon microscopes, multipoint scanning confocal microscopes, miniature head-mounted microscopes, super-resolution microscopes, light-sheet microscopes, laser illumination sources, photoactivation, photostimulation and photoablation accessories, and synchronization and analysis software. Two-photon microscopes allow imaging deep into tissues and cells and are used widely in neuroscience. Multipoint scanning confocal systems allow live cell imaging with rapid acquisition of images for structural and composition analysis. Miniature head-mount microscopes allow monitoring of animal brain activity during free-roaming, naturalistic behavior at cellular level. Super-resolution and single-molecule localization microscopy products allow imaging below the optical diffraction limit by an order of magnitude. Light-sheet based products allow fast 3D volume imaging with very low phototoxicity and photo-damage effects enabling live cell and large volume imaging. |
Used to determine the structure and composition of life science samples. |
SOM—Stylus and optical metrology |
Provides atomic or near-atomic two dimensional and three-dimensional surface resolution using white light interferometry, confocal optical and stylus profilometry methods. Range from low-cost manual tools for single measurements to advanced, highly automated systems for production line quality assurance and quality control applications where the combination of throughput, repeatability and reproducibility is essential. |
Supports a range of applications in research, product development, tribology, quality control and failure analysis related to materials and machining in the automotive, orthopedic, ophthalmic, high brightness LED, semiconductor, data storage, optics, and other markets. |
TMT—Tribology and mechanical test systems for analysis of friction and wear |
Provides a platform for all types of common mechanical, friction, durability, scratch, and indentation tests for a wide spectrum of materials. |
Utilized for both academic research of the fundamental material properties and industrial applications in the semiconductor, aerospace, petroleum, automotive, and other industries. |
NanoIR—Nanoscale infrared spectroscopy |
Performs infrared spectroscopy at the nanoscale. Our systems use nanoprobe technology similar to what is used in our atomic force microscopes to deliver quantitative chemical information from the nanoscale to the sub-micron and macro scales. The NanoIR measurement gives the user varying physical and chemical properties with nanoscale spatial resolution. Our systems allow nanoscale IR absorption spectroscopy with interpretable IR spectra that directly correlates to FTIR as well as the complementary technique of nanoscale s-SNOM. With our broadband sources, these systems allow broadband scientific spectroscopy. |
Used in a diverse range of fields, including polymers, 2D materials, materials science, life science, and the micro-electronics industry. |
Alicona—Focus variation optical technology for non-contact dimensional metrology |
Combines the functionalities of a micro coordinate measurement machine (“CMM”) with those of a surface measurement system. These dimensional metrology systems are based on the pioneering development of optical focus-variation measurement algorithms and provide the noncontact measurement of form and roughness of complex, miniaturized geometries. |
Used in many quality assurance application areas requiring precision measurement and dimensional metrology, including aerospace, automotive, precision medical products, additive manufacturing, and micro precision manufacturing.
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Instrument Name |
Description
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Market/Uses
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BCA—Optofluidic platforms and Proteomic Barcoding platforms |
Provides customers with, among other offerings, Optofluidic platforms such as the Beacon and Beacon Discovery as well as Proteomic Barcoding platforms, such as the IsoLight System and the IsoSpark System. These platforms provide scientists with opportunities to perform cell biology research through experiments using our proprietary consumables. |
Used for numerous applications in the life sciences industry and in academic research for assessing the functional phenotypes of single cells. |
Canopy—Multiplexed fluorescence-based single cell imaging as well as multi-omics sample characterization |
Provides spatial profiling services and instruments which include both our Cellscape instrument and ChipCytometry service for quantitative, high plex, targeted spatial proteomics in single cell and tissues. These technologies, along with Canopy’s more basic IHC and FISH services, allow researchers to elucidate gene and protein expression in a spatial context. Also provides transcriptional and multi-omic profiling services covering a variety of assays, including RNASeq and qPCR. |
Useful for deep biological insight into gene expression and for the development of biomarkers.
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NanoString—Platforms for spatial transcriptomic and multi-omic analysis and for the measurement of gene expression through detection of RNA and protein abundance |
Provides the CosMx Spatial Molecular Imager and GeoMx Digital Spatial Profiler for interrogating spatial transcriptomics and multi-omics and the nCounter Analysis System for quantitation of RNA-based gene expression. These technologies allow researchers to measure gene expression in a spatial context at the regional and single-cell level, and to quantify RNA gene expression in a targeted manner. |
Useful for characterizing the underlying biology of organs and tissues, the spatial gene expression associated with various disease states, and for deriving insights to drive the development of biomarkers.
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Bruker Spatial Genomics—Platform for single-cell, multiplexed visualization of the 3D architecture of the genome |
Provides the PaintScape Spatial 3D Genome platform for the visualization of 3D genome and chromosomal structure at the single-cell level. |
Allows researchers to gain novel insights into the underlying causes of disease stemming from chromosomal and chromatin-state dysregulation, mislocalization of genomic loci, and other spatial genomic features that can drive aberrant cellular function. |
BEST Segment
The BEST Segment designs, manufactures, and distributes superconducting materials, such as metallic low temperature superconductors (“LTS”) and high temperature superconductors (“HTS”), for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research, and other applications in medical, clinical, pharmaceutical, high-energy physics, renewable energy, and environmental research.
BEST Segment offers a range of multifilament round and rectangular LTS wires in both monolithic and wire-in-channel formats, as well as customization to precise specifications for individual applications including radio frequency accelerator cavities and modules, power couplers, and linear accelerators. The Bruker Rod-Restack Process (“RRP®”) conductor portfolio is designed for fusion and high-energy physics applications that demand the highest magnetic fields. The BEST Segment HTS solutions support high field and ultra-high field applications using round cross-section conductor design and solenoid applications for the electrical and healthcare industries.
Additionally, BEST designs and manufactures Cuponal™ which is an engineered alternative to copper wire and busbar. Cuponal high conductivity copper-clad aluminum (“CCA”) retains all the surface properties of copper and provides a cost-effective and weight-saving alternative to solid copper primarily in the aerospace industry providing weight savings and improved fuel efficiency.
BEST also manufactures and sells non-superconducting high technology tools, such as synchrotron and beamline instrumentation, principally to customers engaged in materials research and high energy physics research.
Sales and Marketing
We maintain direct sales forces throughout North America, Europe, China, Japan, and elsewhere in the Asia Pacific region, and in certain countries in Africa and South America. We also utilize indirect sales channels to reach customers. We have various
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international distributors and independent sales representatives in parts of Asia, Latin America, Africa, the Middle East, and Eastern Europe. These entities augment our direct sales force and provide coverage in areas where we do not have direct sales personnel. The sales cycle for our products is dependent on the size and complexity of the system and budgeting cycles of our customers. Our sales cycle is typically three to twenty-four months for academic and high-end research products and two weeks to six months for industrial products. The sales cycle of our low temperature superconducting materials is typically four to twelve months, with cycles of certain high-end materials exceeding one year. Sales of our high-end NMR and superconducting devices typically take more than one year and certain large, complex contracts can take more than two years to complete.
We have well-equipped applications and demonstration facilities and qualified application personnel who assist customers and provide product demonstrations in specific application areas. We maintain our primary demonstration facilities at our production facilities, as well as in other key market locations.
Seasonal Nature of Business
Historically, we have higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which we believe is influenced by our customers’ budgeting cycles.
Major Customers
We have a broad and diversified customer base, and we do not depend on any single customer. No single customer accounted for more than 10% of revenue in any of the last three fiscal years through December 31, 2025, nor more than 10% of accounts receivable as of December 31, 2025, and 2024.
Competition
Our existing products and solutions and any products and solutions that we develop in the future may compete in multiple, highly competitive markets. In addition, there has been a trend towards consolidation in our industries and some of our competitors have substantially greater financial, technical, and marketing resources than we do. Our competitors may succeed in developing and offering products that could render our products or those of our strategic partners obsolete or noncompetitive. Our competitors may also have cost and price advantages based upon the value of their currencies compared with the U.S. Dollar or Euro. In addition, some of these competitors have significantly more experience in the life sciences, chemical, and materials markets. Our ability to compete successfully will depend on our ability to develop proprietary products that reach our target markets in a timely manner and are technologically superior to and/or less expensive, or more cost effective, than products marketed by our competitors. Current competitors or other companies may possess or develop technologies and products that are more effective than ours. Our technologies and products may be rendered obsolete or uneconomical by technological advances or by entirely different approaches developed by one or more of our competitors.
We also compete with companies that provide analytical, or automation tools based on technologies other than those we offer. These technologies may prove to be more successful in meeting demands in the markets that our products and solutions are intended to serve. In addition, other companies may choose to enter our fields in the future. We believe that the principal competitive factors in our markets are technology-based applications expertise, product specifications, functionality, reliability, marketing expertise, distribution capability, proprietary patent portfolios, and cost effectiveness.
Our significant competitors (by segment) are as follows:
BSI BioSpin
The BSI BioSpin Segment competes with companies that offer magnetic resonance spectrometers, mainly JEOL, QOne Instruments, Quad, Ciqtek, Magritek, Nanalysis, and Oxford Instruments. In the field of preclinical imaging, BioSpin competes with PerkinElmer Inc., Mediso, Trifoil, MR Solutions, and others.
BSI CALID
The BSI CALID Segment competes with a variety of companies that offer mass spectrometry-based and molecular spectrometry-based systems. BSI CALID’s competitors in the life science markets and chemical and applied markets include Danaher, Agilent, GE-Healthcare, Waters, Thermo Fisher Scientific, Shimadzu, Hitachi, and JEOL. In the microbiology market, CALID competes with Biomerieux.
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In molecular diagnostics, CALID competes with a number of companies offering products for infectious disease diagnostics. CALID’s competitors in molecular spectrometry-based systems include Thermo Fisher Scientific, PerkinElmer, Agilent, Foss, ABB Bomem, Buchi, Shimadzu, Horiba, Rigaku, and Jasco.
CALID’s CBRNE detection customers are highly fragmented, and it competes with a number of companies in this area, of which the most significant competitor is Smiths Detection.
BSI NANO
The BSI NANO Segment competes with companies that offer analytical X-ray solutions, OES systems, AFM and SOM systems, optical fluorescence systems, and genomics tools, primarily Rigaku, Oxford Instruments, Agilent, Thermo Fisher Scientific, Ametek’s Spectro and Edax divisions, PANalytical, Park Systems, Olympus, Nikon, Zeiss, 10x Genomics, Thorlabs, Bio-Techne, and Danaher’s Leica business.
BEST
BEST competes with Western Superconducting Technologies Co., Ltd., Luvata, and Jastec Co., Ltd. in low temperature superconducting materials, with Zanon, Mitsubishi Electric, and AES in the development and supply of accelerator cavities, with Thales, Toshiba, and CPI International in the development and supply of radio frequency couplers, with Mitsubishi Heavy Industries in the development and supply of superconducting accelerator modules, and with AES and Thales for electron linear accelerators.
Manufacturing and Suppliers
Several of our manufacturing facilities are certified under ISO 9001:2015 international quality standards. Manufacturing processes at our facilities in Europe, Israel and California, U.S.A. include all phases of manufacturing, such as machining, fabrication, subassembly, system assembly, and final testing. Our other facilities primarily perform high-level assembly, system integration, and final testing. We typically manufacture critical components in-house to ensure key competence and outsource to third party manufacturers non-critical components. Refer to Item 2, Properties in this Annual Report on Form 10-K for further detail on our principal locations and products they manufacture.
We purchase materials and components from various suppliers that are either standard products or built to our specifications. We obtain some of the components included in our products from a limited group of suppliers or from a single-source supplier for items such as ceramics, charge coupled device area detectors, X-ray tubes, robotics, infrared optics, and others. BEST has an ongoing collaboration and a joint technology development agreement with Allegheny Technologies Incorporated to advance state-of-the-art niobium-based superconductors, including those used in MRI magnets for the medical industry, and preclinical MRI magnets used in the life-science tools industry.
Research and Development
We are committed to ongoing innovation as a core element of our strategy to drive scientific research, develop new markets, enhance our product and service offerings, and to maintain our leadership position and relevance in the various industries in which we compete. To support these efforts, we commit substantial resources to internal and collaborative research and development projects. This level of investment in research and development has historically exceeded the industry average and reflects our commitment to scientific research and technological advancement to provide innovative products and solutions to our customers and maintain our competitive advantage. We conduct research primarily to enhance system performance and improve the reliability of existing products, develop revolutionary new products and solutions, and to maintain technical competencies in our core technology platforms. Our research and development efforts are conducted for the relevant products within each of the operating segments, as well as in collaboration with others on areas such as microfluidics, automation and workflow management software. We have been the recipient of government grants within the European Union, Switzerland, and the United States for various projects related to research and development. We have generally retained, at a minimum, non-exclusive rights to any items or enhancements we develop under these grants. We have also accepted some sponsored research contracts from private sources. Additionally, the Company has been able to gain access to research and development capabilities through acquisitions, acquiring the intellectual property, technology, and expertise of the acquired companies. Refer to Item 2, Properties in this Annual Report on Form 10-K for further detail on our principal locations that are also used for research and development activities.
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Our significant research and development activities (by segment) are as follows:
BSI BioSpin
The BSI BioSpin Segment’s most recent technological innovations included Bruker’s ultra-high-field class (1GHz and above) in the NMR and MRI product lines and the benchtop Fourier NMR platform. As part of our continuous development of systems and software, we have achieved many major milestones to make NMR and MRI technologies accessible to more labs, such as reduced sitting requirements.
BSI CALID
The BSI CALID Segment’s recent projects include the innovative timsTOF mass spectrometer for separation and analysis of unresolved compounds and conformations, and further enhanced instrument sensitivity. In addition, new sample preparation and automation workflows were developed for deep plasma proteomics (Biognosys P2 workflow and Preomics ENRICHplus kit).
BSI NANO
The BSI NANO Segment’s recent innovations include an EBSD detector based on direct electron detection for ultra-fast and ultra-sensitive characterization of crystalline materials in electron microscopes, transmission electron microscopes for investigations under non-ambient conditions, an X-ray µCT system that delivers functionality of a floor standing system in a compact bench-top design, high-performance fully automated uXRD and uXRF X-ray systems for AI semiconductor chip yield management and automated AFM metrology systems used in the production of High Bandwidth Memory (“HBM”) for AI applications, advancements to imaging-based or digital readout platforms for spatial biology applications, including spatial proteomics and spatial transcriptomics, spatial 3D genome and multiomic capabilities, single-cell live functional analysis, high-speed neural imaging, deep organoid imaging, and expanded field of view for connectivity studies in multiphoton microscopy.
BEST
BEST has had unique innovations in the production and development of low and high temperature superconducting materials and devices.
Intellectual Property
Our intellectual property consists of patents, copyrights, trade secrets, know-how, and trademarks. Protection of our intellectual property is a strategic priority for our businesses because of the length of time and expense associated with bringing new products through the development process and to the marketplace. We have a substantial patent portfolio, and we intend to file additional patent applications as appropriate. We believe our owned and licensed patent portfolio provides us with a competitive advantage. This portfolio permits us to maintain access to a number of key technologies. We license our owned patent rights where appropriate. We intend to enforce our patent rights against infringers, if necessary. The patent positions of life sciences tools companies involve complex legal and factual questions. As a result, we cannot predict the enforceability of our patents with certainty. In addition, we are aware of the existence from time to time of patents in certain countries, which, if valid, could impair our ability to manufacture and sell products in these countries.
We also rely upon trade secrets, know-how, trademarks, copyright protection, and licensing to develop and maintain our competitive position. We generally require the execution of confidentiality agreements by our employees, consultants, and other scientific advisors. These agreements provide that all confidential information made known during the course of a relationship with us will be held in confidence and used only for our benefit. In addition, these agreements provide that we own all inventions generated during the course of the relationship.
Government Contracts
We are a party to various government contracts. Under some of these government contracts, the government may receive a license or similar rights to intellectual property developed under the contract. However, under the government contracts we enter, we generally receive at least non-exclusive rights to any items or technologies we develop. Although we transact business with various government agencies, we believe that no government contract is of such magnitude that a renegotiation of profits or termination of the contract or subcontracts at the election of the government would have a material adverse effect on our financial results.
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Government Regulation
We are required to comply with international and U.S. federal, state, and local environmental protection regulations. We do not expect this compliance to have a significant impact on our capital spending, earnings or competitive position.
Certain of our products are subject to the U.S. Food and Drug Administration’s, or the FDA’s, requirements for electronic radiation emitting products, which include requirements related to record-keeping and reporting; labeling; notification; product repairs, replacements and refunds; importation; and performance standards. For example, prior to introducing a product in the United States, our Bruker AXS subsidiary provides notice to the FDA in the form of a Radiation Safety Initial Product Abbreviated Report, which provides identification information and operating characteristics of the product. If the FDA finds that the report is complete, it provides approval in the form of what is known as an accession number. Bruker AXS may not market a product in the U.S. until it has received an accession number. In addition, Bruker AXS submits an annual report to the FDA that includes the radiation safety history of all products it sells in the United States. Bruker AXS is required to report to the FDA incidents of accidental exposure to radiation arising from the manufacture, testing, or use of any of its products. Bruker AXS also reports installations of its products to state government regulatory agencies responsible for the regulation of radiation emitting devices. For sales in Germany, Bruker AXS registers each product with the local authorities. In some countries where Bruker AXS sells systems, Bruker AXS uses the certificate that Bruker AXS obtained from the federal authorities in Germany to assist it in obtaining a license, registration or certificate, as applicable, from the country or its relevant authorities in which the sale occurs. The U.S. Nuclear Regulatory Commission also has regulations concerning the exposure of our employees to radiation.
Certain of our products are subject to regulation as medical devices in the United States by the FDA and by similar regulatory bodies in other countries where such products are sold. The regulatory requirements imposed by the FDA and other regulatory bodies govern a wide variety of product-related activities, from quality management, design and development to labeling, manufacturing, promotion, sales, and distribution. As such, we continually invest in our manufacturing infrastructure to gain and maintain certifications and registrations necessary for the relevant level of regulatory clearance. We also are required to maintain processes and systems for medical device product submissions. For example, our MALDI BioTyper CA system is subject to regulation by the FDA as a medical device and requires FDA premarket review and clearance via the 510(k) premarket notification process and our IVD-CE Certified MALDI BioTyper system is subject to regulation in the European Union under the provisions of Directive 98/79/EC and Regulation (EU) 2017/746. In addition, certain product changes, including changes to the product indications or label claims, could trigger the requirement for a new 510(k) or other FDA or foreign regulatory premarket submission. The process of preparing a premarket submission to, and obtaining marketing approval, authorization, or clearance from the FDA and comparable foreign regulatory authorities (including notified bodies in the EU) for new products, or for enhancements or modifications to existing products, could take a significant amount of time, require the expenditure of substantial financial and other resources, and require rigorous and expensive pre-clinical and clinical testing. Additionally, the FDA or comparable foreign regulatory authorities could impose limitations on the indications for use of our products. Should we pursue an FDA or comparable foreign regulatory authority clearance, authorization, or approval for a new device or device modification, we cannot be certain that we will receive required clearance, authorization, or approval on a timely basis or at all. The failure to receive clearance, authorization, or approval for significant new products or modifications to existing products on a timely basis or at all could have a material, adverse effect on our financial condition and results of operations.
Both before and after a medical device product is commercially released, we have ongoing responsibilities under FDA and foreign regulations. For example, we are required to comply with the FDA’s Quality System Regulation, which sets forth the good manufacturing requirements for medical devices. These include requirements related to design controls, production and process controls, process validation, purchasing controls, supplier oversight, complaint handling and investigation, corrective and preventative actions, and record-keeping. In addition, the FDA’s medical device reporting regulation requires us to provide information to the FDA whenever we become aware that there is evidence that reasonably suggests that a device may have caused or contributed to a death or serious injury or, that a malfunction occurred which would be likely to cause or contribute to a death or serious injury upon recurrence. We are also required to report to the FDA if we initiate a device removal (recall) or correction to reduce a risk to health posed by the device or to remedy a violation which may present a risk to health. The FDA and comparable foreign regulatory authorities also regulate the promotion and marketing of medical devices and require that manufacturers only make promotional claims or statements that are consistent with the indications and labeling cleared, authorized, or approved by the FDA or other regulatory authorities. The FDA and comparable foreign regulatory authorities may take enforcement action against us, should the FDA determine we have engaged in “off-label” promotion or other violative marketing activities. In addition, FDA and comparable foreign regulatory authorities may take enforcement action should they determine that we have marketed any of our other (non-medical device) products for FDA-regulated purposes without obtaining the required regulatory clearances, authorizations, or approvals or ensuring such products comply with other FDA and comparable foreign regulatory requirements.
The European Union Directive 98/97/EC (IVDD) was replaced by the Regulation (EU) 2017/746 of April 5, 2017, on in vitro diagnostic medical devices (“IVDR”). The IVDR became applicable in May 2022. The regime changes significantly with the IVDR. In comparison to the IVDD, the IVDR requires, among other things, more clinical evidence to demonstrate the claimed benefits and safety of the device in relation to its stated purpose, stricter classification and CE-marking requirements and ongoing post-market
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follow-up to ensure conformity. The IVDR also requires new databases to be set up to track which devices are CE marked and to register clinical studies and post-market monitoring. In addition, tracing is enhanced by a Unique Device Identification (“UDI”) System and through requirements on other economic operators in the supply chain. Our products that are currently approved under the IVDD and not already placed on the market or put into service, must be recertified under the IVDR.
Backlog
Our backlog consists of firm orders (also referred to as bookings) under non-cancelable purchase orders received from customers for instruments and services. Total remaining performance obligations as of December 31, 2025, and 2024 were approximately $2,569.4 million and $2,090.4 million, respectively. The increase in our backlog in 2025 compared to 2024 was primarily driven by higher BEST order bookings. We generally experience varying revenue levels in the first three quarters of the year, while our fourth quarter revenues have historically been stronger than the rest of the year. As a result, backlog on any particular date is not necessarily a reliable indicator of long-term revenue performance.
Human Capital
We are committed to enabling scientists to make breakthrough discoveries and develop new applications that improve the quality of human life. Our employees are a critical component of that mission. We endeavor to attract, hire, and retain top talent by offering our employees a challenging but rewarding work experience, as well as competitive compensation and benefits. Further, we strive to create a work environment that promotes integrity, respect, and trust among our employees.
Workforce Composition
As of December 31, 2025, Bruker had approximately 11,085 employees worldwide. Approximately 20.2% of our employees were located in the United States. Additionally, approximately 45.8% of our employees were in production and distribution, 23.5% in selling and marketing, 17.6% in research and development and 13.1% in general and administrative functions.
Talent, Development and Workforce Strategy
Bruker is committed to providing a variety of learning opportunities to advance the personal and professional goals of our global teams. Our talent and development programs cover a variety of topics including those focused on technical expertise, leadership, and communication skills.
A global performance management process promotes regular feedback and coaching by managers to develop employees. Throughout the year, managers and employees engage in annual objective setting, mid-year reviews of performance, as well as a year-end performance evaluation. Managers and employees also participate in career conversations throughout the year. These discussions are critical tools that reinforce the alignment of employee activities and career goals throughout the year and provide employees opportunities to grow. Performance assessments also support the identification of our high performers and high potential employees based on merit. These employees are encouraged to continue their professional development with additional coaching and on the job learning opportunities to enhance their readiness for future advancement.
In 2025, we continued with several supervisor and leadership training programs for eligible participants. These programs provide a consistent foundation of knowledge and expectations for our leaders across Bruker.
Employee Engagement
Bruker is committed to fostering a culture of continuous learning and knowledge sharing to support development and retention and also recognizes the importance of a culture of belonging. A strong sense of belonging is crucial to the dynamic, entrepreneurial working environment our employees thrive in, and aligns with our mission to innovate responsibly and with integrity.
We support several initiatives that promote belonging at Bruker:
Our employees play active roles in these initiatives, often creating and facilitating them directly. We encourage these activities to help employees develop their skills, expand their networks, and contribute meaningfully to our business objectives. They also
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provide critical connections for new hires and establish internal networks across functions for employees who may not otherwise have opportunity to interact.
Employee Health and Safety
Bruker prioritizes the safety and wellbeing of its employees. Bruker accomplishes this through compliance with applicable laws and regulations regarding workplace safety, including recognition and control of workplace hazards, the elimination of unsafe manufacturing and workplace practices, tracking injury and illness rates, utilizing a global travel health program, and maintaining detailed emergency and disaster recovery plans. We are committed to reducing safety risks across our business groups and at our corporate and manufacturing sites worldwide. The following are examples of initiatives and programs designed with employee health and safety in mind:
Available Information
We maintain a website at www.bruker.com. We make available on our website documents describing our corporate governance and our Code of Conduct. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through our website our annual reports on Form 10-K, our proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed with or furnished to the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The SEC also maintains a website site that contains periodic reports, proxy and information statements and other information regarding our filings at www.sec.gov.
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ITEM 1A RISK FACTORS
The following risk factors should be considered in conjunction with the other information included in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes. This report may include forward-looking statements that involve risks and uncertainties. In addition to those risk factors discussed elsewhere in this report, we identify the following risk factors, which could affect our actual results and cause actual results to differ materially from those in the forward-looking statements.
Risk Factor Summary
Our business is subject to numerous risks and uncertainties that include, but are not limited to, the following:
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If any of the risks described above actually occur, our business, revenues, profitability, results of operations, financial condition, cash flows, reputation and stock price could be materially adversely affected. Additional risks and uncertainties not currently known to us or that we currently do not view as material may also become materially adverse to our business in future periods or if circumstances change.
Risks Related to Our Business and Industry
Supply chain issues, including increasing demand for certain components used in our products and production delays, have and could continue to result in significant additional costs and manufacturing inefficiencies, which could adversely impact our revenue, increase our manufacturing costs and have a material adverse effect on our operating results.
We have experienced supply chain interruptions or increased costs as a result of general global economic conditions, including economic instability, changes to governmental policies and programs, changes in tax laws and regulations, export controls, economic sanctions and trade restrictions, including those related to the ongoing conflict between Russia and Ukraine or conflict in the Middle East and surrounding areas, changes to trade policies, including higher tariff rates and customs duties imposed or that may be imposed
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by the current presidential administration in the U.S., continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing geopolitical tensions and military conflicts between Russia and Ukraine, the ongoing conflict in the Middle East and its regional effects, and increased tensions between the U.S. and China and other regions ), a tight labor market and other factors, including natural events and disasters. Various factors, including increased demand for certain components and production delays, are contributing to shortages of certain components used in our products including microelectronic components and increased difficulties in our ability to obtain a consistent supply of materials at stable pricing levels. Supply shortages and longer lead times for components used in our products, including limited source components, have and can result in significant additional costs and inefficiencies in manufacturing. A shortage of key components have in the past and may in the future cause a significant disruption to our production activities, which could have a substantial adverse effect on our financial condition or results of operations. If we are unsuccessful in resolving any such component shortages in a timely manner, we could experience a significant adverse impact on the timing of our revenue, a possible loss of revenue, or an increase in manufacturing costs, any of which could have a material adverse impact on our operating results.
Adverse global economic conditions, and geopolitical tensions, including in Ukraine, the Middle East, China and other regions, and other conditions that impact our increasingly global operations could have a negative effect on our business, results of operations and financial condition and liquidity.
As a global company, our performance is affected by global economic conditions as well as geopolitical tensions and other conditions with global reach. In recent years, concerns about the global economic outlook have adversely affected market and business conditions in general. Macroeconomic weakness and uncertainty make it more difficult for us to manage our operations and accurately forecast revenue, gross margin and expenses. Geopolitical tensions, including the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, have resulted in increasing global tensions and create uncertainty for global commerce. As a result of the adverse economic impacts resulting from the conflict between Russia and Ukraine, such as increased prices for and a reduced supply of key metals used in our products, the Company has ceased its Russian operations. Sustained or worsening of global economic conditions and increasing geopolitical tensions may increase our cost of doing business, materially disrupt our supply chain operations, cause our customers to reduce or delay spending and intensify pricing pressures. We have recently experienced an increase in inflationary pressures in many of the jurisdictions in which we operate. We have and may continue to offset the effect of these inflationary pressures by increasing the prices of our products to customers. However, we may not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition. If the economic conditions of the general economy or markets in which we operate worsen from present levels, these factors could negatively affect demand for our products and our business, financial condition and result of operations.
Our revenue from U.S. operations represented approximately 26% and 28% of total consolidated revenue for fiscal 2025 and 2024, respectively. Our revenue from operations in Europe represented approximately 36% and 35% of total consolidated revenue for fiscal years 2025 and 2024, respectively. Our revenue from operations in the Asia Pacific region represented approximately 30% and 29% of total consolidated revenue for fiscal years 2025 and 2024, respectively. Economic factors that could adversely influence demand for our products include the impact of geopolitical tensions and any related sanctions implemented, continued uncertainty about global economic conditions, including as a result of any natural disasters, pandemics, or epidemics, leading to ongoing reductions in investment, changes in government spending levels and/or priorities, the size and availability of government budgets, customers’ and suppliers’ access to credit and other macroeconomic factors affecting government, academic or industrial spending behavior. Slower economic growth or a deterioration in economic conditions could result in a decrease in government funding for scientific research, a delay in orders from current or potential customers or a reduction in purchases of our products.
We cannot predict how changes in economic conditions or political instability will affect our customers and suppliers or how any negative impact on our customers and suppliers might adversely impact our business results or financial condition.
New U.S. and reciprocal tariffs that have been imposed, and remain subject to potential change and other uncertainties, have had a material adverse effect on our business, results of operations and financial condition, and may continue to do so in the foreseeable future.
Recently, the U.S. government has indicated its intent to modify U.S. trade policy and, in some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also imposed or increased tariffs on foreign imports into the United States from key trading partners, including Germany and Switzerland.
The tariff increases adopted in 2025, and the uncertainty associated with them in global markets, have resulted in lower than anticipated bookings and revenues and contributed to reduced gross margins, operating margins, and profitability, and may continue to
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adversely affect our business, results of operations and financial condition for the foreseeable future. For example, during the year ended December 31, 2025, our results of operations were adversely impacted by an increase in cost of goods sold as a result of increased tariffs. Changes to tariffs and trade policies between the United States and foreign countries, such as what occurred during 2025, could reduce the purchasing power of our customers by increasing costs in their operations, which in turn may lead to decreased demand for our products or services. The magnitude and duration of any reduction in customer purchasing ability is difficult to reliably predict and quantify.
Moreover, tariffs and international trade arrangements may continue to change, potentially without warning, and to an extent that is difficult to predict. On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. We are continuing to monitor and evaluate these “developments” and assess their potential impact on our business, financial condition, and results of operations.
A meaningful portion of our revenue is derived from U.S. academic institutions, research organizations and other entities that rely in part on U.S. academic and government funding, including NIH, NSF and DOE grants. The current reduction in the level of funding and delay in such research funding, has had a material adverse effect on our U.S. academic and governmental customers, and our business, results of operations and financial condition, and may continue to do so in the foreseeable future.
A substantial portion of our revenue in the United States is derived from academic and governmental institutions, research organizations and other entities that may rely in part or in whole on academic and government funding, including grants from the NIH, NSF and DOE, and other U.S. government agencies. However, during fiscal year 2025, under the current U.S. administration there has been significant disruption in U.S. academic funding for high-end research instrumentation used in academic and medical research. U.S. academic and governmental researchers experiencing material reductions or delays in government funding, or modifications of the terms or conditions of funding, including allowable overhead rates, have reduced or delayed their purchases of our products and services, which has adversely affected our business and results of operations. While the recent dispute settlements between a limited number of major universities and the U.S. federal government may allow for the resumption of certain grants for scientific and medical research, we expect the reduced level of funding may continue for the foreseeable future, which could continue to have a material adverse effect on our business, results of operations and financial condition.
Delays in the release of Chinese government stimulus spending have had a material adverse effect on our business, results of operations and financial condition, and may continue to do so for the foreseeable future.
A significant portion of our revenue is derived from sales into China, some of which are directly funded through Chinese government stimulus programs for high-end medical and industrial research instrumentation. In 2025, the release of such Chinese government stimulus spending was delayed, which has negatively affected our sales growth into China and consequently has had an adverse effect on our business, results of operations, and financial condition in 2025. Our revenue in China for the year ended December 31, 2025, was $475.8 million and remained flat compared to $471.2 million for the year ended December 31, 2024. If the release of the Chinese government’s stimulus spending continues to be delayed or recurs, our sales into China may continue to be negatively affected and our business, results of operations, and financial condition may be adversely affected in the foreseeable future. Furthermore, we are subject to significant risks associated with the trading relationship between the U.S. and China, which is currently characterized by significant uncertainty. In addition to tariffs newly imposed by the U.S. and China, which have fluctuated and remain volatile, and may increase our costs, there may be additional import, export, tax, or other regulatory changes effected by the U.S. and Chinese governments in the future that could also adversely affect our business and results of operations.
We derive a significant portion of our revenue from international sales and are subject to the operational risks of doing business in foreign countries due to potential macroeconomic effects, including financial market volatility and disruption, inflationary concerns, changes in tax laws and regulations, volatility in interest and currency exchange rates, uncertain economic conditions in the United States and abroad, the impact of the recent U.S. government shutdown, and additional tariffs, including those imposed or that may be imposed by the current administration in the U.S.
International sales account, and are expected to continue to account, for a significant portion of our total revenues. Our revenue from non-U.S. operations represented approximately 74% and 72%, of our total consolidated revenue for fiscal 2025 and 2024,
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respectively. Our international operations are, and will continue to be, subject to a variety of risks associated with conducting business internationally, many of which are beyond our control. These risks, which may adversely affect our ability to achieve and maintain profitability and our ability to sell our products internationally, include:
We must also comply with the European Union General Data Protection Regulation (“GDPR”) and other similar regulations in other countries, including the UK Data Protection Act 2018. These laws include strong protections for individual privacy rights of residents of the European Economic Area (“EEA”) and UK. GDPR purports to apply extraterritorially such that it can apply to businesses that are not established within the EEA, but that process personal data of individuals located within the European Union in connection with the offering of goods and services within the EEA. There are significant fines associated with non-compliance. In 2020, the Court of Justice of the European Union invalidated the EU-U.S. Privacy Shield Framework, a key mechanism for transfers of personal data from the European Union to the United States and altered the international data transfer under GDPR. Even though Bruker did not rely on the EU-U.S. Privacy Shield for its transfers to the United States, Bruker has conducted a transfer impact assessment to understand the risks of its EU-U.S. persona data transfers and implemented the new EU Standard Contractual Clauses (including the UK addendum). More recently, the European Commission and United States have agreed on a new EU-U.S. Transatlantic Data Privacy Framework that may stabilize rules for transfers of personal data from the EU to the United States. However, ongoing litigation and challenges relating to such transfers could cause disruption of data transfers and have a material adverse effect on our business.
While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our operations in the future.
Our competitive position and reported financial results may be adversely affected when we exchange foreign currency received from international sales into U.S. Dollars and by fluctuations in currency exchange rates.
A significant portion of our business is conducted in currencies other than the U.S. Dollar, which is our reporting currency. As a result, currency fluctuations among the U.S. Dollar and the currencies in which we do business could cause the price of our products to be more or less competitive than our principal competitors’ products. Currency fluctuations will increase or decrease our cost structure relative to those of our competitors, which could lessen the demand for our products and affect our competitive position. From time to time, we enter into certain hedging transactions and/or option and foreign currency exchange contracts which are intended to offset some of the market risk associated with our sales denominated in foreign currencies. We cannot predict the effectiveness of these transactions or their impact upon our future operating results, and from time to time they may negatively affect our quarterly earnings.
In addition to the foreign currency exposure associated with differences between where our products are manufactured and sold by us and our competitors, our exposure to currency exchange rate fluctuations results from the currency translation exposure
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associated with the preparation of our consolidated financial statements, as well as from the exposure associated with transactions of our subsidiaries that are denominated in a currency other than the respective subsidiary’s functional currency. While our financial results are reported in U.S. Dollars, the financial statements of many of our subsidiaries outside the U.S. are prepared using the local currency as the functional currency. During consolidation, these results are translated into U.S. Dollars by applying appropriate exchange rates. As a result, fluctuations in the exchange rate of the U.S. Dollar relative to the local currencies in which our foreign subsidiaries report could cause significant fluctuations in our reported results. Moreover, as exchange rates vary, revenue and other operating results may differ materially from our expectations. The effects of changes in currency exchange rates increased our 2025 revenue by approximately $77.6 million, or 2.3%, decreased our 2024 revenue by approximately $13.1 million, or 0.4%, and increased our 2023 revenue by approximately $11.2 million, or 0.4%. Adjustments resulting from financial statement translations are included as a separate component of shareholders' equity. We recorded net gains from currency translation adjustments of $115.1 million for the year ended December 31, 2025, and net losses of $79.6 million during the year ended December 31, 2024.
Additionally, to the extent monetary assets and liabilities, including cash and debt, are held in a different currency than the reporting subsidiary’s functional currency, fluctuations in currency exchange rates may have a significant impact on our reported financial results, and may lead to increased earnings volatility. We may record significant gains or losses related to both the translation of assets and liabilities held by our subsidiaries into local currencies and the re-measurement of inter-company receivables and loan balances.
Goodwill, intangible assets and other long-lived assets are subject to impairment which has had and could continue to negatively impact our operating results.
We have recorded goodwill, intangible assets and other long-lived assets that must be periodically evaluated for potential impairment. We assess the realizability of the reported goodwill, intangible assets and other long-lived assets annually, as well as whenever events or changes in circumstances indicate that the assets may be impaired. These events or circumstances generally include operating losses or a significant decline in the earnings associated with the reporting unit these assets are reported within. A decline in our stock price and market capitalization may also cause us to consider whether goodwill, intangible assets and other long-lived assets may require an impairment assessment. Our ability to realize the value of these assets will depend on the future cash flows of the reporting unit in addition to how well we integrate the businesses we acquire. During the year ended December 31, 2025, the Company recorded impairment losses for certain goodwill and intangible assets as disclosed in Note 6, Goodwill and Intangible Assets to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. The Company recorded no goodwill impairment for the years ended December 31, 2024, and 2023.
If our products fail to achieve and sustain sufficient market acceptance across their broad intended range of applications, we will not generate expected revenue.
Our business strategy depends on our ability to successfully commercialize a broad range of products based on our technology platforms, including magnetic resonance technology, pre-clinical imaging technology, mass spectrometry technology, X-ray technology, atomic force microscopy technology, spatial biology technologies, stylus and optical metrology technology, fluorescence microscopy technology, infrared technology and superconducting magnet technologies for use in a variety of life science, chemistry and materials analysis applications. Some of our products have only recently been commercially launched and have achieved only limited sales to date. The commercial success of our products depends on obtaining and expanding market acceptance by a diverse array of industrial, academic, clinical, pharmaceutical, biotechnology, applied, medical research and governmental customers around the world. We may fail to achieve or sustain substantial market acceptance for our products across the full range of our intended applications or in one or more of our principal intended applications. Any such failure could decrease our sales and revenue. To succeed, we must convince substantial numbers of potential customers to invest in new systems or replace their existing techniques with techniques employing our systems. Limited funding available for capital acquisitions by our customers, as well as our customers’ own internal purchasing approval policies, could hinder market acceptance of our products. Our intended customers may be reluctant to make the substantial capital investment generally needed to acquire our products or to incur the training and other costs involved with replacing their existing systems with our products. We also may not be able to convince our intended customers that our systems are an attractive and cost-effective alternative to other technologies and systems for the acquisition, analysis and management of molecular, cellular and microscopic information. Because of these and other factors, our products may fail to gain or sustain market acceptance.
Our products compete in markets that are subject to rapid technological change, and one or more of the technologies underlying our products could be made obsolete by new technology.
The market for discovery and analysis tools is characterized by rapid technological change and frequent new product introductions. Rapidly changing technology could make some or all of our product lines obsolete unless we are able to continually improve our existing products and develop new products. Because substantially all of our products are based on our technology
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platforms, including magnetic resonance technology, mass spectrometry technology, X-ray technology, atomic force microscopy technology, fluorescence microscopy technology, spatial biology technologies, stylus and optical metrology technology and infrared technology, we are particularly vulnerable to any technological advances that would make these techniques obsolete as the basis for analytical systems in any of our markets. To meet the evolving needs of our customers, we must rapidly and continually enhance our current and planned products and services and develop and introduce new products and services. In addition, our product lines are based on complex technologies that are subject to rapid change as new technologies are developed and introduced in the marketplace. We may have difficulty in keeping abreast of the rapid changes affecting each of the different markets we serve or intend to serve. If we fail to develop and introduce products in a timely manner in response to changing technology, market demands or the requirements of our customers, our product sales may decline, and we could experience significant losses.
We face substantial competition in our industries and expect that such competition will continue. If we fail to compete effectively, it could harm our business results and materially impact the value of our company.
We face substantial competition in our industries, and we expect that competition in all of our markets will increase further. Currently, our principal competition comes from established companies providing products using existing technologies that perform many of the same functions for which we market our products. A number of our competitors have expanded their market share in recent years through business combinations. Other companies also may choose to enter our fields in the future. Our competitors may develop or market products that are more effective or commercially attractive than our current or future products or that may render our products obsolete. Competition has in the past subjected, and is likely in the future to subject, our products to pricing pressure. Certain competitors have more experience in the market and substantially greater financial, operational, marketing and technical resources than we do, which could give them a competitive advantage in areas such as research and development, production, marketing and distribution. Our ability to compete successfully will depend, in part, on our ability to develop proprietary products that reach the market in a timely manner and are technologically superior to, less expensive than, or more cost-effective than, other currently marketed products.
If investment in life and material science research spending declines, our ability to generate revenue may suffer.
We are dependent, both directly and indirectly, upon general investment in life science research, particularly in the research and development budgets of the pharmaceutical and biotechnology industries, and in material science research as well as upon the financial condition and funding priorities of various governments and government agencies. Since our inception, both we and our academic collaborators and customers have benefited from various government contracts and grants, such as funding from the NIH and similar government agencies. Whether we or our academic collaborators will continue to be able to attract these grants and funding from these sources depends not only on the quality of our products, but also on general spending patterns of public institutions, changes to governmental policies and programs, including loans, grants, guarantees and other subsidies, and disruptions or changes in government funding of other government agencies.
Any reduction or shift in the capital resources or government funding of our customers, including as a result of changes to governmental policies and programs, could reduce our sales and impede our ability to generate revenue.
A significant portion of our sales are capital purchases by our customers. The spending policies of our customers could have a significant effect on the demand for our products. These policies are based on a wide variety of factors, including the resources available to make purchases, the spending priorities among various types of equipment, policies regarding spending during recessionary periods, changes in the political climate, including disruptions or changes to funding of other government agencies, changes to governmental policies and programs, including loans, grants, guarantees and other subsidies, and changes to government spending policies, including shifts in funding priorities.
Any changes in capital spending or changes in the capital budgets of our customers could significantly reduce demand for our products. The capital resources of our life science and other corporate customers may be limited by the availability of equity or debt financing. Any significant decline in research and development expenditures by our life science and material science customers as a result of shifting governmental support for capital projects or disruptions or changes to funding of other government agencies could significantly decrease our sales. In addition, a substantial portion of our sales are to non-profit and government entities, which are dependent on government support for scientific research. Any decline in this support could decrease the ability of these customers to purchase our products.
Disruptions at any of our manufacturing facilities could adversely affect our business.
We have manufacturing facilities located in Austria, France, Germany, Israel, Switzerland, United States, United Kingdom and in other locations worldwide. Many of our products are developed and manufactured at single locations, with limited alternate facilities. If we experience any significant disruption of those facilities for any reason, such as war or other geopolitical conflicts,
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strikes or other labor unrest, power interruptions, fire, earthquakes, or other events beyond our control, we may be unable to manufacture the relevant products at previous levels or at all. A reduction or interruption in manufacturing could harm our customer relationships, impede our ability to generate revenues from our backlog or obtain new orders and could have a material adverse effect on our business, results of operations, financial condition and cash flows.
If employees were to engage in a strike or other work stoppage or interruption, our business, results of operations, financial condition and liquidity could be materially adversely affected.
Many of our employees are represented by workers’ councils and labor unions in certain jurisdictions, primarily in Germany and France. If disputes with these employees arise, or if our workers engage in a strike or other work stoppage or interruption, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.
In addition to the risks applicable to our life science and materials analysis products, our CBRNE detection products are subject to a number of additional risks, including lengthy product development and contract negotiation periods and certain risks inherent in long-term government contracts.
Our CBRNE detection products are subject to many of the same risks associated with our life science products, including vulnerability to rapid technological change, dependence on mass spectrometry and other technologies and substantial competition. In addition, our CBRNE detection products are sold to government agencies under long-term contracts. These contracts generally involve lengthy pre-contract negotiations and product development. We may be required to devote substantial working capital and other resources prior to obtaining product orders. As a result, we may incur substantial costs before we recognize revenue from these products. Moreover, in return for larger, longer-term contracts, our customers for these products often demand more stringent acceptance criteria. These criteria may also cause delays in our ability to recognize revenue from sales of these products. Furthermore, we may not be able to accurately predict in advance our costs to fulfill our obligations under these long-term contracts. If we fail to accurately predict our costs, due to inflation or other factors, we could incur significant losses. Also, the presence or absence of such contracts may cause substantial variation in our results of operations between fiscal periods and, as a result, our results of operations for any given fiscal period may not be predictive of our results for subsequent fiscal periods. The resulting uncertainty may have an adverse impact on our stock price.
We rely on information technology to support our operations and reporting environments. A security failure of that technology, including with respect to cybersecurity risks and cyber incidents, could impact our ability to operate our businesses effectively, adversely affect our financial results, damage our reputation and expose us to potential liability or litigation.
We use information systems to carry out our operations and maintain our business records. Some systems are internally managed, and some are maintained by third-party service providers. Our ability to conduct business could be materially and adversely affected if these systems or resources are compromised, damaged or fail. This could be a result of a cyber-incident, social engineering scam, hacking, phishing attempts, malware, natural disaster, hardware or software corruption, failure or error, telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions or other disruption.
In the ordinary course of business, we collect and store sensitive data, including intellectual property, other proprietary information and personally identifiable information. Despite our security measures, our information technology and infrastructure may be vulnerable to cyber-attacks by hackers, including intrusions designed to access and exfiltrate information and to disrupt and lock-up access to systems for the purpose of demanding ransom payments, or breached due to employee error, malfeasance, or other disruptions. Further, a breach of our security systems or infrastructure, or those of our customers, suppliers and other business partners, could result in the disclosure, misuse, corruption or loss of confidential information, including intellectual property, personally identifiable information and other critical data of the Company and our employees, customers suppliers and other business partners. There can be no guarantee that any computer system failure, cyber-attack or security breach, if any should occur, will be timely detected or sufficiently remediated. Furthermore, our remediation efforts may not be successful, and there could be interruptions, delays, or cessation of service due to cyber-attacks or other data security breaches. If any data is compromised, destroyed or inappropriately disclosed, it could have a material adverse effect, including damage to our reputation, and our relationships with our employees, customers, suppliers and other business partners, decrease the value of our investments in research, development and engineering, disrupt our manufacturing processes, result in significant expenses to address and resolve the issues, fines or litigation or other proceedings by affected individuals, customers, suppliers, business partners or regulatory authorities.
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Our debt, which is principally denominated in foreign currency, is impacted by movement in foreign currency rates which may adversely affect our operations and cash flows and may restrict our investment opportunities or limit our activities.
As of December 31, 2025, we had an outstanding aggregate principal amount of debt totaling approximately $1.9 billion and had $900.0 million available for borrowing under the 2024 Revolving Credit Agreement, subject to compliance with financial covenant ratios.
We have substantial cash funding obligations in the United States to service debt interest obligations, fund operations, capital expenditures, and our declared dividends on our common stock and our dividends on the Series A Mandatory Convertible Preferred Stock. We may also incur further obligations to finance future acquisitions or share repurchases. Our ability to satisfy our debt obligations and meet our other liquidity needs depends on our future operating performance and on economic, financial, competitive and other factors beyond our control. If we are unable to service our debt or obtain additional financing, we may be forced to delay acquisitions, capital expenditures, or research and development expenditures, or suspend our dividend payments and share repurchases. We may not be able to obtain additional financing on terms acceptable to us or at all. Furthermore, the majority of our cash and cash equivalents is generated from foreign operations and we may incur certain tax consequences relocating cash from our foreign operations to the United States. Our financial condition and results of operations could be adversely impacted if we are unable to maintain a sufficient level of cash flow in the United States to address our funding requirements through cash from operations and timely repatriation of cash from overseas or other sources obtained at an acceptable cost.
Additionally, the agreements governing our debt require that we maintain certain financial covenant ratios related to maximum leverage and minimum interest coverage and contain affirmative and negative covenants, including among others, timely provision of audited consolidated financial statements, as well as restrictions on liens, our indebtedness and the indebtedness of our subsidiaries, asset sales, dividends and transactions with affiliates. Our ability to comply with these financial covenant ratios and covenants is dependent on our operations and performance, which is subject to prevailing economic conditions and other factors, some of which are beyond our control, such as inflationary pressures, changes to trade and tariff policies, customs duties imposed or that may be imposed in the United States or other jurisdictions, government funding policies principally in the United States and China, 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, as well as factors such as foreign currency translation rates, in particular the Swiss Franc and Euro, both of which have strengthened significantly against the U.S. Dollar in 2025, and interest rates, which are also beyond our control.
As of December 31, 2025, we were in compliance with all covenants under our debt agreements. Our failure to comply with any of these restrictions or covenants may result in an event of default under the applicable debt agreement, which would require waivers from participating banks and noteholders or permit acceleration of the debt under such debt agreement or a cross-default under all of our other debt agreements, and require us to prepay all of our outstanding debt before the applicable scheduled due dates, which would materially and adversely affect our financial condition.
Changes in our effective income tax rate could adversely affect our results of operations.
We are subject to income taxes in both the United States and various foreign jurisdictions, and our domestic and international tax liabilities are largely dependent upon the distribution of income among these different jurisdictions. Various factors may have favorable or unfavorable effects on our effective income tax rate. These factors include interpretations of existing tax laws, the accounting for stock options and other share-based compensation, changes in tax laws and rates, future levels of research and development spending, changes in accounting standards, changes in the mix of earnings in the various tax jurisdictions in which we operate, the outcome of examinations by the U.S. Internal Revenue Service and other tax authorities, the accuracy of our estimates for unrecognized tax benefits and realization of deferred tax assets and changes in overall levels of pre-tax earnings. A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher tax rate on our earnings, which could result in a significant negative impact on our earnings and cash flow from operations.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant changes to U.S. corporate tax provisions of the Tax Cuts and Jobs Act. Notably, it allows an immediate deduction for domestic research and development expenditures, reinstates 100% bonus depreciation, and modifies the international tax framework. The legislation has multiple effective dates, with certain provisions effective starting in 2025 and others in the subsequent years. We have evaluated and reflected the OBBBA’s impact on its financial statements for the year ended December 31, 2025, which was not material. We will continue to monitor developments related to OBBBA and will update our disclosures as appropriate.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”)/G20 Inclusive Framework, agreed to implement a global minimum tax regime for multinationals known as “Pillar Two”. The OECD has released the Pillar Two model rules (the Global Anti-Base Erosion Proposal, or “GloBE”) to reform international corporate taxation. The Pillar Two model rules provide guidance for a global minimum tax. This guidance lays out a common approach for adopting the global minimum tax
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and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus. The EU member states have agreed to adopt these rules in two stages with the first component effective on January 1, 2024, while the second component became effective on January 1, 2025. Non-EU countries have enacted or are expected to enact legislation on various timelines. While certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework and, several other countries are expected to implement similar legislation with varying effective dates in the future, the U.S. has withdrawn support for Pillar Two. In June 2025, the U.S. Department of the Treasury and the other G7 countries (including Canada, France, Germany, Italy, Japan, the United Kingdom and the European Union) released a joint statement announcing an understanding regarding a proposed “side-by-side” solution that would exempt U.S.-parented multinational businesses from certain provisions of the global minimum tax, and the OECD released a draft proposal, dated August 13, 2025, to exclude U.S. multinational companies from certain minimum tax enforcement measures. However, no agreement regarding implementation of the proposal has yet been reached. We will continue to monitor the implementation of the Inclusive Framework agreement by the remaining countries in which we operate or may operate in the future. We are unable to predict when and how the Inclusive Framework agreement will be enacted into law in these remaining countries; however, when and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions.
We also assess the impact of various international tax reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations that could result in a material impact on our income taxes. However, if such proposals were enacted, or if modifications were made to certain existing treaties, the consequences could have a materially adverse impact on us, including increasing our tax burden, increasing costs of our tax compliance or otherwise adversely affecting our financial condition, results of operations and cash flows.
Various international tax risks could adversely affect our earnings and cash flows.
We are subject to international tax risks. We could be subject to double taxation on income related to operations in certain countries that do not have tax treaties with the country of the trading partner. In addition, we may have a higher effective income tax rate than that of other companies in our industry if losses incurred by one operating company are not available to offset the income of an operating company located in another country. Also, distributions of earnings and other payments received from our subsidiaries may be subject to withholding taxes imposed by the countries where they are operating or are incorporated. If these foreign countries do not have income tax treaties with the United States or the countries where our subsidiaries are incorporated, we could be subject to high rates of withholding taxes on these distributions and payments. Additionally, the amount of the credit that we may claim against our U.S. federal income tax for foreign income taxes paid or accrued is subject to many limitations which may significantly restrict our ability to claim a credit for all of the foreign taxes we pay.
The unpredictability and fluctuation of our quarterly results may adversely affect the trading price of our common stock.
Our revenues and results of operations have in the past and will in the future vary from quarter to quarter due to a number of factors, many of which are outside our control and any of which may cause our stock price to fluctuate. The primary factors that may affect us include the following:
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:
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These factors have in the past affected 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.
Historically we have higher levels of revenue in the fourth quarter of the year compared to the first, second and third quarters, which we believe is primarily the result of our customers’ budgeting cycles. Quarter to quarter comparisons of our results of operations should not be relied upon as an indication of our future performance. It is likely that in some future quarters, our results of operations may be below the expectations of public market analysts and investors. In this event, the price of our common stock may fall.
Our ability to manage and grow our business successfully can be impeded by systems and other technological limitations.
Our continued success in effectively managing and growing our business depends on our ability to integrate our varied accounting, financial, information, and operational systems on a global basis. Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The introduction of new technologies presents new challenges to us. We must be proactive and prepared to implement new technology when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. These needs could present operational issues or require significant capital spending and may require us to reevaluate the current value and/or expected useful lives of the technology we use, which could negatively impact our results of operations.
In addition, technology is subject to rapid advancements and changes, and our competitors may, from time to time, implement newer technologies or more advanced platforms for their services and products, including platforms based on artificial intelligence. If we do not effectively anticipate and timely avail ourselves of new technologies, our competitive position may suffer, and these impacts would adversely affect our business, financial condition and results of operations. In addition, our efforts to utilize technological advancements such as artificial intelligence may result in substantial integration and maintenance costs and may expose us to additional risks. In particular, personal information within any data set collected from our business is vulnerable to unauthorized acquisition or access, compromise or loss, which could lead to heightened business and security costs, reputational damage, administrative penalties, and significant legal and financial exposure. The content, analyses, or recommendations generated by artificial intelligence programs, if deficient, inaccurate, or biased, could adversely impact our business, financial condition, and operational results, as well as our reputation. Moreover, ethical concerns associated with artificial intelligence could lead to brand damage, competitive disadvantages, or legal repercussions. Any problems with our implementation or use of artificial intelligence or other technological advancements could also negatively impact our business or results of our operations.
Climate change and natural disasters, or legal, regulatory or market measures to address climate change, could adversely affect our business, financial condition or results of operations.
Climate change, allegedly resulting from increased concentrations of carbon dioxide and other greenhouse gases (“GHG”) in the atmosphere, may present risks to our business and operations. Extreme weather events and natural disasters, such as tornadoes, tsunamis, tropical storms (including hurricanes), earthquakes, volcanic eruptions, windstorms, hailstorms, heat waves, floods, droughts, severe thunderstorms, wildfires, and other fires, which may or may not result from climate change or natural disasters, could adversely impact our operations and increase volatility in our supply chain, including the availability and cost of raw materials and components required for the operation of our business. Failure to monitor, adapt, and develop solutions against the physical and transitional impacts from climate change may negatively impact our results of operations.
There has been increased focus by federal, international, state and local regulatory and legislative bodies to combat and/or limit the effects of climate change through a variety of means, including regulating GHG emissions (and requirements to disclose climate-related risks and metrics, including GHG emissions), policies mandating or promoting the use of renewable or zero-carbon energy and sustainability initiatives, and additional taxes on fuel and energy. These regulations, and changes to them, could increase our cost of
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compliance, and our failure to comply could result in the imposition of significant fines, suspension of production, alteration of product processes, cessation of operations or other actions which could materially and adversely affect our business, financial condition and results of operation.
Additionally, the impacts of climate change may further influence customer and other stockholder preferences and requirements. This includes increased demand for more sustainable products, including products with lower environmental footprints, and for companies to produce and demonstrate progress against sustainability goals and GHG reduction targets, including product-level GHG emissions data. Failure to meet stockholder expectations or our own goals or commitments relating to sustainability or GHG emissions reductions, provide sustainable products or demonstrate GHG reductions could potentially result in loss of market share, reputational impacts, or an inability to attract and retain customers.
The ownership of our shares is highly concentrated, which could cause or exacerbate volatility in our share price as well as have significant influence over us.
As of December 31, 2025, Laukien family members, including our Chairman, President and Chief Executive Officer (“CEO”) Frank Laukien and his brother, Joerg Laukien, owned, in the aggregate, approximately 32% of our outstanding common stock. We may also repurchase shares in the future, which could further increase the concentration of our share ownership. These shareholders may also exercise substantial influence over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This could have the effect of delaying or preventing a change in control of our company and will make some transactions difficult to accomplish without the support of these shareholders.
The loss of key personnel or an inability to attract and retain additional personnel could affect our ability to successfully grow our business.
We are highly dependent upon the continued service and performance of our CEO and other members of senior management and key finance, technical, scientific and production personnel, any of whom may cease their employment with us at any time with minimal advance notice. Because the expertise of these individuals is highly specific and takes years to develop, we face intense competition for these individuals from many other companies. The loss of one or more of our key employees may significantly delay or prevent the achievement of our business objectives, and our failure to attract and retain suitably qualified individuals or to adequately plan for succession could have an adverse effect on our ability to implement our business plan.
Risks Related to Ownership of our Common Stock
The Series A Mandatory Convertible Preferred Stock may adversely affect the market price of our common stock.
The market price of our common stock could be influenced by outstanding Series A Mandatory Convertible Preferred Stock and could become more volatile and impacted by investors’ anticipation of the potential resale in the market of a substantial number of additional shares of common stock received upon conversion of the Series A Mandatory Convertible Preferred Stock.
Our common stock ranks junior to our Series A Mandatory Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, winding-up or dissolution.
Our common stock ranks junior to our Series A Mandatory Convertible Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, winding-up or dissolution. This means that, unless accumulated dividends have been paid or set aside for payment on all our outstanding Series A Mandatory Convertible Preferred Stock through the most recently completed dividend period, no dividends may be declared or paid on our common stock subject to limited exceptions. Likewise, in the event of our voluntary or involuntary liquidation, winding-up or dissolution, no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Series A Mandatory Convertible Preferred Stock a liquidation preference equal to $250 per share plus accumulated and unpaid dividends.
Dividends on our common stock could be reduced or eliminated in the future.
In recent years, we have paid dividends on our common stock. In February 2026, we announced that our Board of Directors (the “Board”) had declared a quarterly dividend of $0.05 per share that will be payable in April 2026. There is no guarantee that such dividends will continue indefinitely. In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.
In addition, on September 8, 2025, we issued 2,760,000 shares of Series A Mandatory Convertible Preferred Stock with a dividend rate of 6.375% per annum on the liquidation preference thereof. The Series A Mandatory Convertible Preferred Stock ranks
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senior to our common stock with respect to the payment of dividends. As long as any share of Series A Mandatory Convertible Preferred Stock is outstanding, unless all accumulated and unpaid dividends on the Series A Mandatory Convertible Preferred Stock for all preceding dividend periods have been declared and paid in full or declared and set apart for payment, we may not declare, pay or set apart for payment any dividends on our common stock. Dividends on the Series A Mandatory Convertible Preferred Stock are discretionary and cumulative. Holders of Series A Mandatory Convertible Preferred Stock will only receive dividends on their shares when, as, and if declared by our Board. These dividend obligations could impact our liquidity and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes. Our obligations to the holders of our Series A Mandatory Convertible Preferred Stock could also limit our ability to obtain additional financing, which could have an adverse effect on our financial condition. The preferential rights could also result in divergent interests between the holders of our Series A Mandatory Convertible Preferred Stock and holders of our Class A common stock. Additional risks related to the Series A Mandatory Convertible Preferred Stock are contained in the prospectus supplement filed with the SEC on September 8, 2025.
Risks Related to Our Dependence on Third Parties
We face risks related to sales through distributors and other third parties that we do not control, which could harm our business.
We sell certain products through third party agents, including distributors and value-added resellers. This exposes us to various risks, including competitive pressure, concentration of sales volumes, credit risks, and compliance risks. We may rely on one or a few key distributors for a product or market, and the loss of these distributors could reduce our revenue and net earnings. Distributors may also face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable. Risks related to our use of distributors may reduce sales, increase expenses, and weaken our competitive position. Moreover, violations of the FCPA or similar anti-bribery laws by distributors or other third-party agents could materially and adversely impact our business, reputation and results of operations.
Furthermore, a portion of our sales of selected products consists of sales to third parties who incorporate our products into their systems. These third parties are responsible for the marketing and sales of their systems. We have little or no control over their marketing and sales activities or how they use their resources. They may or may not purchase sufficient quantities of products from us or perform appropriate marketing and sales activities. In addition, if we are unable to maintain our relationships with these third parties, our businesses may suffer. Failures by these third parties, or our inability to maintain existing or enter into new arrangements with them for product distribution, could materially impede the growth of our businesses and our ability to generate sufficient revenue and profits.
Dependence on contract manufacturing may adversely affect our ability to bring products to market and damage our reputation.
As part of our efforts to streamline our operations and reduce our operating costs, we outsource certain aspects of our manufacturing processes and continue to evaluate additional outsourcing. If our contract manufacturers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers’ orders on a timely basis. The ability of these manufacturers to perform is largely outside our control. Additionally, changing or replacing our contract manufacturers could cause disruptions or delays. Problems with outsourced manufacturing could result in lower revenues and unexecuted efficiencies and adversely affect our financial condition and results of operations.
Our operations are dependent upon a limited number of suppliers and contract manufacturers.
We currently purchase components used in our products from a limited number of outside suppliers. Our reliance on a limited number of suppliers could result in time delays associated with redesigning a product due to an inability to obtain an adequate supply of required components and reduced control over pricing, quality and timely delivery. Any of these factors could adversely affect our revenues and profitability. As an example, BSI CALID purchases detectors and power supplies from sole or limited source suppliers. Additionally, our superconducting magnets or our electronics are partially dependent on cooperation from larger manufacturers like Electronic Manufacturing Services or High Temperature Superconductors suppliers. The existence of shortages of these components or the failure of delivery with regard to these components could have a material adverse effect on our revenues and margins. In addition, price increases from these suppliers or contract manufacturers could have a material adverse effect on our gross margins.
Because of the scarcity of some components and raw material, we may be unable to obtain an adequate supply of components, or we may be required to pay higher prices or to purchase components of lesser quality. Any delay or interruption in the supply of these or other components could impair our ability to manufacture and deliver our products, harm our reputation and cause a reduction in our revenues. In addition, any increase in the cost of the components that we use in our products could make our products less competitive and decrease our gross profits. We may not be able to obtain sufficient quantities of required components on the same or
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substantially the same terms. Additionally, consolidation among our suppliers could result in other sole source suppliers for us in the future. Other events that could affect our ability to source materials, manufacture or distribute our products include fire, natural disaster or extreme weather or a pandemic and the impact of those events on our operations and our suppliers’ and contract manufacturers’ operations.
Supply shortages and increasing prices of raw materials could adversely affect our gross profit.
The last few years have seen periodic supply shortages and strong fluctuations in the prices for various raw materials, in part due to high demand from developing countries, the war between Russia and Ukraine, uncertainties regarding international trade policies, including the potential for a trade war, and other geopolitical tensions. Supply shortages may also be impacted by demand increases from green transition, military or space/aerospace industry. We rely on some of these materials for the production of our products. For example, in our superconducting magnet production, both for the horizontal and vertical magnet series, we rely on the availability of copper, and other metallic raw materials as well as niobium titanium for the production of traditional low-temperature superconducting magnets, wires and devices. Higher prices for these commodities will increase the production cost of superconducting wires and superconducting magnets and may adversely affect gross profits.
The prices of copper and certain other raw materials used for superconductors have increased significantly over the last decade. Since copper is a main constituent of low temperature superconductors, this may affect the price of superconducting wire. This type of increase would have an immediate effect on the production costs of superconducting magnets and may negatively affect the profit margins for those products.
In order to operate superconducting magnets, we and our customers rely on liquid helium. Helium is subject to price and availability volatility, and shortages of liquid helium associated with federal price controls or depleted natural reserves could drive increases in helium pricing, which could have an adverse impact on producing and operating our superconducting magnets. This could cause us to lose sales, incur additional costs, or suffer harm to our reputation, which may negatively impact our business and results of operations.
Risks Related to Our Intellectual Property Rights
Our success depends on our ability to operate without infringing or misappropriating the proprietary rights of others.
Our commercial success depends on avoiding the infringement of other parties’ patents and proprietary rights as well as avoiding the breach of any licenses relating to our technologies and products. Given that there may be patents of which we are unaware, particularly in the United States where patent applications are confidential, avoidance of patent infringement may be difficult. Various third parties hold patents which may relate to our technology, and we may be found in the future to infringe these or other patents or proprietary rights of third parties, either with products we are currently marketing or developing or with new products which we may develop in the future. If a third-party holding rights under a patent successfully asserts an infringement claim with respect to any of our current or future products, we may be prevented from manufacturing or marketing our infringing product in the country or countries covered by the patent we infringe, unless we can obtain a license from the patent holder. We may not be able to obtain such a license on commercially reasonable terms, if at all, especially if the patent holder is a competitor. In addition, even if we can obtain a license, it may be non-exclusive, which will permit others to practice the same technology licensed to us. We also may be required to pay substantial damages to the patent holder in the event of infringement. Under some circumstances in the United States these damages could include damages equal to triple the actual damages the patent holder incurs. If we have supplied infringing products to third parties for marketing by them or licensed third parties to manufacture, use or market infringing products, we may be obligated to indemnify these third parties for any damages they may be required to pay to the patent holder and for any losses the third parties may sustain themselves as the result of lost sales or license payments they are required to make to the patent holder. Any successful infringement action brought against us may also adversely affect marketing of the infringing product in other markets not covered by the infringement action, as well as our marketing of other products based on similar technology. Furthermore, we will suffer adverse consequences from a successful infringement action against us even if the action is subsequently reversed on appeal, nullified through another action or resolved by settlement with the patent holder. The damages or other remedies awarded, if any, may be significant. As a result, any successful infringement action against us may harm our business.
If we are unable to effectively protect our intellectual property, third parties may use our technology, which would impair our ability to compete in our markets.
Our continued success will depend in significant part on our ability to obtain and maintain meaningful patent protection for our products throughout the world. We rely on patents to protect a significant part of our intellectual property and to enhance our competitive position. However, our presently pending or future patent applications may not issue as patents, and any patent previously issued to us may be challenged, invalidated, held unenforceable or circumvented. Furthermore, the claims in patents which have been issued, or which may be issued to us in the future, may not be sufficiently broad to prevent third parties from producing competing
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products similar to our products. In addition, the laws of various foreign countries in which we compete may not protect our intellectual property to the same extent as do the laws of the United States. Failure to obtain adequate patent protection for our proprietary technology could materially impair our ability to be commercially competitive.
In addition to patent protection, we also rely on the protection of trade secrets, know-how and confidential and proprietary information. To maintain the confidentiality of trade secrets and proprietary information, we generally seek to enter into confidentiality agreements with our employees, consultants and strategic partners upon the commencement of a relationship with us. However, we may not obtain these agreements in all circumstances. In the event of unauthorized use or disclosure of this information, these agreements, even if obtained, may not provide meaningful protection for our trade secrets or other confidential information. In addition, adequate remedies may not exist in the event of unauthorized use or disclosure of this information. The loss or exposure of our trade secrets and other proprietary information would impair our competitive advantages and could have a material adverse effect on our operating results, financial condition and future growth prospects. Furthermore, others may have, or may in the future independently develop, substantially similar or superior know-how and technology.
We may be involved in lawsuits to protect or enforce our patents that are brought by us which could be expensive and time consuming and, if determined adversely, could adversely affect our patent position.
In order to protect or enforce our patent rights, we may initiate patent litigation against third parties, and we may be similarly sued by others. We may also become subject to interference proceedings conducted in the patent and trademark offices of various countries to determine the priority of inventions. The defense and prosecution, if necessary, of intellectual property suits, interference proceedings and related legal and administrative proceedings is costly and diverts our technical and management personnel from their normal responsibilities. We may not prevail in any of these suits. An adverse determination of any litigation or defense proceedings could put our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not being issued.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments in the litigation. If securities analysts or investors perceive these results to be negative, it could have a substantial negative effect on the trading price of our common stock. Refer to Note 25, Commitment and Contingencies for further information on our Litigation and Related Contingencies.
Risks Related to Legal, Regulatory and Compliance
Our manufacture and sale of products could lead to product liability claims for which we could have substantial liability.
The manufacture and sale of our products expose us to product liability claims if any of our products cause injury or are found otherwise unsuitable or defective as a consequence of product design, manufacturing, marketing, sale or customer use. In particular, if one of our CBRNE detection products malfunctions, this could lead to civilian or military casualties in a time of unrest, exposing us to increased potential for high-profile liability. Additionally, the nuclear magnetic resonance, research magnetic resonance imaging, Fourier transform mass spectrometry and certain electron paramagnetic resonance magnets of BSI BioSpin utilize high magnet fields and cryogenics to operate at approximately 4 Kelvin, the temperature of liquid helium. There is an inherent risk of potential product liability due to the existence of these high magnetic fields, associated stray fields outside the magnet, and the handling of the cryogens associated with superconducting magnets. In addition, our MALDI BioTyper product has an IVD-CE mark and U.S. FDA approval and is used for the identification of microorganisms. Misidentification or a false-negative of certain viruses, bacteria, yeasts or fungi could lead to inappropriate treatment for patients and could expose us to product liability claims.
A successful product liability claim brought against us in excess of, or outside the coverage of, our insurance coverage could have a material adverse effect on our business, financial condition and results of operations. We may not be able to maintain product liability insurance on acceptable terms, if at all, and insurance may not provide adequate coverage against potential liabilities.
We are subject to environmental laws and regulations, which may impose significant compliance or other costs on us.
Our manufacturing, product development and research and development operations and processes involve the controlled use of certain hazardous materials. In addition, we own and/or lease a number of facilities, some of which have been in operation for many decades, where we or others may have used substances or generated and disposed of wastes which are considered hazardous or may be considered hazardous in the future. We also have acquired various companies which historically may have used certain hazardous materials, and which may have owned and/or leased facilities where hazardous materials have been used. Due to the foregoing reasons, we are subject to federal, state, foreign, and local laws and regulations governing the use, manufacture, storage, transportation, handling, treatment, remediation, and disposal of hazardous materials and certain waste products. We have potential liability under these laws and regulations with respect to the remediation of past contamination in certain of the facilities we now own
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or lease. Additionally, in the future our facilities and the disposal sites owned by others to which we send or have sent waste, may be identified as contaminated and require remediation. Accordingly, we may become subject to additional compliance costs or environmental liabilities which may be significant and could materially harm our results of operations or financial condition.
Specifically, we use controlled hazardous and radioactive materials in our business and generate wastes that are regulated as hazardous wastes under U.S. federal, state, and local environmental laws, including, but not limited to, the state laws of Massachusetts, California, New Jersey, Washington and Wisconsin, under atomic energy regulatory laws, and under equivalent provisions of law in those and other jurisdictions in which our research and manufacturing facilities are located. Our use of these substances and materials is subject to stringent, and periodically changing, regulation that can impose costly compliance obligations on us and has the potential to adversely affect our manufacturing activities. The risk of accidental contamination or injury from these materials cannot be completely eliminated. If an accident with these substances occurs, we could be held liable for any damages that result, in addition to incurring clean-up costs and liabilities, which can be substantial. Additionally, an accident could damage our research and manufacturing facilities resulting in delays and increased costs.
We are subject to existing and potential additional regulation and government inquiry, which can impose burdens on our operations and narrow the markets for our products.
We are subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our operations and markets. For example, the export of our products is subject to U.S. and non-U.S. export control, sanctions, customs, import and anti-boycott laws and regulations, including, as applicable, the International Traffic in Arms Regulations, the Export Administration Regulations and the sanctions laws, regulations and executive orders administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and other laws and regulations adopted by the governments or agencies of other countries relating to the same subject matter as the U.S. laws and regulations described above.
The failure to satisfy export control criteria or obtain necessary clearances could delay or prevent shipment of products, which could adversely affect our revenues and profitability. Failure by the Company, our employees or others working on our behalf to comply with these laws and regulations could result in administrative, civil or criminal liabilities, including suspension, debarment from bidding for or performing government contracts, or suspension of our export privileges, which could have a material adverse effect on us. We frequently team with international subcontractors and suppliers who are also exposed to similar risks. In some cases, compliance with the laws and regulations of one country could violate the laws and regulations of another country. Violations of these laws and regulations could materially adversely affect our brand, international growth efforts and business.
In addition, as a result of our international operations, we are subject to compliance with various laws and regulations, including the FCPA and local anti-bribery laws in the jurisdictions in which we do business (including some higher risk countries according to the Transparency International Corruption Index), which generally prohibit companies and their intermediaries or agents from engaging in bribery or making improper payments to foreign officials or their agents. The FCPA also requires proper record keeping and characterization of such payments in our reports filed with the SEC. Despite maintaining policies and procedures that require our employees to comply with these laws and our standards of ethical conduct, we cannot ensure that these policies and procedures will always protect us from intentional, reckless or negligent acts committed by our employees or third-party agents.
Moreover, the life sciences industry, which is the market for our principal products, has historically been heavily regulated. Given the evolving nature of this industry, legislative bodies or regulatory authorities may adopt additional regulation or governmental policies that adversely affect our market opportunities. Our business is also directly affected by a wide variety of government regulations applicable to business enterprises generally and to companies operating in the life sciences industry in particular.
Our products are subject to the FDA’s requirements for electronic radiation emitting products, which include requirements related to record-keeping and reporting; labeling; notification; product repairs, replacements, and refunds; importation; and performance standards. In addition, our clinical products are subject to regulation as medical devices in the United States by the FDA and by similar regulatory bodies in other countries where such products are sold. These regulations govern a wide variety of product related activities, from quality management, design, development, and testing to labeling, manufacturing, complaint handling, reporting, promotion, sales and distribution. Compliance with applicable regulatory requirements is subject to continual review and is monitored rigorously through periodic inspections by the FDA and other regulatory authorities, which may result in written inspectional observations. The FDA and comparable foreign regulatory authorities also monitor product promotion and marketing materials and activities. If we or any of our suppliers or distributors fail to comply with FDA or other applicable regulatory requirements, or are perceived to potentially have failed to comply, we may face, among other things, warning letters; adverse publicity affecting both us and our customers; investigations or notices of non-compliance, fines, injunctions, and civil or criminal penalties; import or export restrictions; partial suspensions or total shutdown of production facilities or the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents; seizures or recalls of our products or those of our customers; or the inability to sell such products. Any such FDA or comparable foreign regulatory actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations. In addition, negative publicity and product liability claims resulting from any adverse regulatory
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action could have a material, adverse effect on our financial condition and results of operations. Further, the replacement of the European Union IVD Directive by the IVD Regulation (EU) 2017/746 in May 2022 has resulted in a stricter regime for manufacturers of IVDs. In accordance with the transitional provisions of the IVDR (Regulation (EU) 2017/746), our products currently comply with the applicable grace periods. Full conformity with all IVDR requirements must be achieved by December 31, 2029, for our in vitro diagnostic devices.
We have been, are, and expect to be in the future, subject to inquiries from the government agencies that enforce these regulations, including the U.S. Department of State, the U.S. Department of Commerce, the U.S. FDA, the U.S. Internal Revenue Service, the U.S. Department of Labor, the U.S. Department of Homeland Security, the U.S. Department of Justice, the SEC, the Federal Trade Commission, U.S. Customs and Border Protection and the U.S. Department of Defense, among others, as well as from state or foreign governments and their departments and agencies. As a result, from time to time, the attention of our management and other resources may be diverted to attend to these inquiries. In addition, failure to comply with these regulations or obtain or maintain necessary permits and licenses could result in a variety of fines or other censures or an interruption in our business operations which may have a negative impact on our ability to generate revenues and could adversely affect our financial condition and results of operations.
Failure to maintain effective internal controls may cause a loss of investor confidence in the reliability of our financial statements or cause us to delay filing our periodic reports with the SEC and adversely affect our stock price.
The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a report of management on internal control over financial reporting in their annual reports on Form 10-K that contains an assessment by management of the effectiveness of our internal control over financial reporting. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Although we test our internal control over financial reporting in order to ensure compliance with the Section 404 requirements, our failure to maintain adequate internal controls over financial reporting could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements or a delay in our ability to timely file our periodic reports with the SEC, which ultimately could negatively impact our stock price.
We operate as an entrepreneurial, decentralized company, which presents certain risks. In particular, significant growth in a decentralized operating model may put strain on certain business group resources and our corporate functions, which could materially and adversely affect our business, financial condition and results of operations.
We operate through a decentralized model where our business segments function as distinct entrepreneurial businesses with their own leadership teams responsible for day-to-day operations. This approach can lead to variations in how risks are managed, resources are allocated, and performance metrics are applied. If decentralized units fail to align with our company-wide risk management framework or if communication breakdowns occur, it could result in operational disruptions, increased costs, or failure to achieve expected synergies from acquisitions, materially impacting our business, financial condition, and results of operations.
General Risk Factors
If we are not able to successfully integrate the businesses we acquire through mergers, acquisitions or strategic alliances, we may not be able to realize all of the cost savings and other benefits that we expect to result from the transactions, and our financial results may be different than expected.
Our strategy includes expanding our technology base and product offerings through selected mergers, acquisitions and strategic alliances. For example, from January 1, 2023, to December 31, 2025, we acquired 25 businesses to expand our technologies and product offerings.
Successful integration of the businesses we acquire involves a number of risks, including, among others, risks related to:
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We may have difficulty developing, manufacturing, marketing, and getting regulatory approval for the products of a newly acquired company or business in a way that enhances the performance of our combined businesses or product lines. As a result, we may not realize the value from expected synergies. Acquisitions have resulted, and may in the future result, in unexpected significant costs and expenses, including disputes over contingent consideration and complicated accounting for complex transaction structures. In the future, we may be required to record charges to earnings during the period if we determine there is an impairment of goodwill or intangible assets, up to the full amount of the remaining carrying value of the assets.
We generally assume the liabilities of businesses we acquire, which could include liability for an acquired business’ violation of law that occurred before we acquired it. We frequently acquire smaller, privately held companies that may not have the same culture of compliance or the same level of internal control of a larger publicly traded company. Any failure to implement adequate training, controls, and monitoring of any acquired company could cause us to be liable for post-acquisition legal or accounting violations.
Other companies may have difficulty acquiring us, even if doing so would benefit our shareholders, due to provisions under our corporate charter and bylaws, as well as Delaware law.
Provisions in our restated certificate of incorporation and our amended and restated bylaws, as well as Delaware law, could make it more difficult for other companies to acquire us, even if doing so would benefit our shareholders. Our restated certificate of incorporation, and amended and restated bylaws contain the following provisions, among others, which may inhibit an acquisition of our company by a third party:
ITEM 1B UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C CYBERSECURITY
The Board’s Audit Committee oversees risks relating to cybersecurity threats and the steps management takes to monitor and control such risks. In addition to other written policies and procedures, the Company has instituted an Information Security Incident Response Plan (“IRP”) which provides a framework to assist the Company in responding to actual or potential cybersecurity incidents. Such incidents may consist of any actual, threatened, suspected, or reported event or occurrence that may affect the confidentiality, integrity, or availability of Company systems or data, or of any such event affecting a third party that may affect Company systems or data.
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Cybersecurity incidents may occur at, or be reported to, any of the Company’s facilities worldwide.
In addition,
For a discussion of information technology rights that may materially impact us, see Item 1A “Risk Factors—We rely on information technology to support our operations and reporting environments. A security failure of that technology, including with respect to cybersecurity, could impact our ability to operate our businesses effectively, adversely affect our financial results, damage our reputation and expose us to potential liability or litigation.”
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ITEM 2 PROPERTIES
We believe that our existing principal facilities are well maintained and in good operating condition and that they are adequate for our foreseeable business needs.
In addition to the principal facilities noted below, we lease additional facilities for sales, applications, and service support in various countries throughout the world. If we should require additional or alternative facilities, we believe that such facilities can be obtained on short notice at competitive rates.
The location and primary use of our principal properties used in current operations are as follows:
|
|
|
|
|
|
|
Principal Use |
||||||||
Segment |
Location |
|
Approximate |
|
Owned/Leased |
|
Manufacturing |
|
Research & Development |
|
Application & Development |
|
Marketing |
|
Sales & Administration |
BSI BioSpin |
Wissembourg, France |
|
219,745 |
|
Owned |
|
Magnetic Resonance |
|
X |
|
X |
|
X |
|
X |
|
Ettlingen, Germany |
|
179,399 |
|
Owned |
|
Preclinical Imaging |
|
X |
|
X |
|
X |
|
X |
|
Faellanden, Switzerland |
|
346,275 |
|
Owned |
|
Magnetic Resonance |
|
X |
|
X |
|
X |
|
X |
BSI CALID |
Berlin, Germany |
|
23,810 |
|
Owned |
|
Consumables & Instruments |
|
X |
|
X |
|
X |
|
X |
|
Bremen, Germany |
|
272,743 |
|
Owned |
|
Mass Spectrometry |
|
X |
|
X |
|
X |
|
X |
|
Ettlingen, Germany |
|
215,385 |
|
Owned |
|
Mass Spectrometry |
|
X |
|
X |
|
X |
|
X |
|
Nehren, Germany |
|
103,753 |
|
Owned |
|
Consumables & Instruments |
|
X |
|
X |
|
X |
|
X |
|
Faellanden, Switzerland |
|
18,460 |
|
Leased |
|
Mass Spectrometry |
|
X |
|
|
|
X |
|
X |
BSI NANO |
Graz, Austria |
|
33,368 |
|
Leased |
|
Optical-based Metrology |
|
X |
|
X |
|
X |
|
X |
|
Berlin, Germany |
|
110,677 |
|
Owned |
|
BioAFM |
|
X |
|
X |
|
X |
|
X |
|
Karlsruhe, Germany |
|
146,000 |
|
Owned |
|
S-OES |
|
X |
|
X |
|
X |
|
X |
|
Migdal HaEmek, Israel |
|
46,300 |
|
Leased |
|
X-Ray |
|
X |
|
X |
|
X |
|
X |
|
Penang, Malaysia |
|
101,700 |
|
Leased |
|
X-Ray |
|
X |
|
|
|
|
|
X |
|
Bothell, Washington |
|
57,784 |
|
Leased |
|
Spatial Biology |
|
|
|
|
|
|
|
|
|
Del Ray Beach, Florida |
|
30,100 |
|
Leased |
|
Semiconductor Mask Repair |
|
X |
|
X |
|
X |
|
X |
|
Emeryville, California |
|
37,000 |
|
Leased |
|
|
|
X |
|
X |
|
X |
|
X |
|
Madison, Wisconsin |
|
48,000 |
|
Owned |
|
Fluorescence Microscopy |
|
X |
|
X |
|
X |
|
X |
|
Santa Barbara, California |
|
100,000 |
|
Owned |
|
AFM |
|
X |
|
X |
|
X |
|
X |
|
Seattle, Washington |
|
41,068 |
|
Leased |
|
|
|
X |
|
|
|
X |
|
X |
BEST |
Bergisch Gladbach, Germany |
|
71,817 |
|
Owned |
|
Energy & Superconducting |
|
X |
|
X |
|
X |
|
X |
|
Hanau, Germany |
|
258,872 |
|
Owned |
|
Energy & Superconducting |
|
X |
|
X |
|
X |
|
X |
|
Carteret, New Jersey |
|
107,300 |
|
Leased |
|
Energy & Superconducting |
|
X |
|
X |
|
X |
|
X |
|
Perth, Scotland |
|
153,770 |
|
Owned |
|
Energy & Superconducting |
|
X |
|
X |
|
X |
|
X |
Shared Use |
Billerica, Massachusetts |
|
203,500 |
|
Owned |
|
Mass Spectrometry |
|
X |
|
X |
|
X |
|
X |
ITEM 3 LEGAL PROCEEDINGS
For a discussion of legal matters as of December 31, 2025, please refer to Note 25, Commitments and Contingencies, to our consolidated financial statements included in this report, which is incorporated into this item by reference.
ITEM 4 MINE SAFETY DISCLOSURES
Not applicable.
40
Table of Contents
PART II
ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Prices
Our common stock is traded on the Nasdaq Global Select Market under the symbol “BRKR”.
As of December 31, 2025, there were approximately 59 holders of record of our common stock. This number does not include individual beneficial owners of shares held in nominee name or within clearinghouse positions of brokerage firms and banks.
Dividends
We have paid dividends on common stock since 2016 and increased the dividend amount once in 2022 to $0.05 per share of our issued and outstanding common stock. In February 2026, we announced that our Board had approved a quarterly dividend for the first quarter of 2026 of $0.05 per share, payable in April. Future dividend payments, if any, are subject to approval of our Board of Directors.
Stock Price Performance Graph
The graph below compares Bruker Corporation’s annual percentage change in cumulative total return on common shares over the past five years ended December 31, 2025, with the cumulative total return of companies comprising the Nasdaq US Benchmark TR Index and the SIC Code 3826 Laboratory Analytical Instruments Index. This presentation assumes that $100 was invested in shares of the relevant issuers on December 31, 2020, and that dividends received were immediately invested in additional shares. The graph shows the value of the initial $100 investment at one-year intervals for the fiscal years presented.
Cumulative Total Return Index for: |
|
12/31/2020 |
|
|
12/31/2021 |
|
|
12/31/2022 |
|
|
12/31/2023 |
|
|
12/31/2024 |
|
|
12/31/2025 |
|
||||||
Bruker Corporation |
|
$ |
100.00 |
|
|
$ |
155.36 |
|
|
$ |
126.95 |
|
|
$ |
136.88 |
|
|
$ |
109.52 |
|
|
$ |
88.45 |
|
Nasdaq US Benchmark TR Index |
|
|
100.00 |
|
|
|
125.89 |
|
|
|
101.05 |
|
|
|
127.76 |
|
|
|
159.03 |
|
|
|
186.96 |
|
SIC Code 3826 Laboratory Analytical Instruments |
|
$ |
100.00 |
|
|
$ |
126.33 |
|
|
$ |
84.24 |
|
|
$ |
74.68 |
|
|
$ |
70.22 |
|
|
$ |
67.66 |
|
The data for this performance graph was compiled by Zack’s Investment Research, Inc. and is used with its permission.
41
Table of Contents
Issuer Purchases of Securities
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. During the year ended December 31, 2025, the Company purchased a total of 200,731 shares at an aggregate cost of $10.0 million under the 2023 Repurchase Program. The 2023 Repurchase Program expired in May 2025 and has not been renewed.
ITEM 6 RESERVED
ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, describes the principal factors affecting the results of our operations, financial condition and changes in financial condition, as well as our critical accounting policies and estimates. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and notes to those statements appearing elsewhere in this report. 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 Annual Report on Form 10-K 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 this Annual Report on Form 10-K. 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. The aforementioned various factors include:
42
Table of Contents
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.
43
Table of Contents
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: BSI BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the BEST Segment.
Consolidated Results
The following table presents a summary of our consolidated results as of the year ended December 31, 2025, and 2024:
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
GAAP Financial Measures: |
|
|
|
|
|
|
||
Revenue |
|
$ |
3,436.5 |
|
|
$ |
3,366.4 |
|
Revenue year-on-year Growth Rate |
|
|
2.1 |
% |
|
|
13.6 |
% |
Gross Profit |
|
$ |
1,577.7 |
|
|
$ |
1,649.5 |
|
Gross Profit Margin |
|
|
45.9 |
% |
|
|
49.0 |
% |
Operating Income |
|
$ |
68.2 |
|
|
$ |
253.1 |
|
Operating Income Margin |
|
|
2.0 |
% |
|
|
7.5 |
% |
Net cash provided by operating activities |
|
$ |
134.1 |
|
|
$ |
251.3 |
|
Non-GAAP Financial Measures (see “Non-GAAP Measures” below): |
|
|
|
|
|
|
||
Non-GAAP Constant-exchange rate (“CER”) currency revenue |
|
$ |
3,358.9 |
|
|
$ |
3,379.5 |
|
Non-GAAP Constant-exchange rate (“CER”) currency revenue year-on-year (decrease) growth rate |
|
|
(0.2 |
)% |
|
|
14.0 |
% |
Non-GAAP Organic Revenue |
|
$ |
3,242.6 |
|
|
$ |
3,082.8 |
|
Non-GAAP Organic Revenue year-on-year (decrease) growth rate compared to prior year revenue |
|
|
(3.7 |
)% |
|
|
4.0 |
% |
Non-GAAP Gross Profit |
|
$ |
1,712.0 |
|
|
$ |
1,736.9 |
|
Non-GAAP Gross Profit Margin |
|
|
49.8 |
% |
|
|
51.6 |
% |
Non-GAAP Operating Income |
|
$ |
433.1 |
|
|
$ |
518.0 |
|
Non-GAAP Operating Income Margin |
|
|
12.6 |
% |
|
|
15.4 |
% |
Non-GAAP Free Cash Flow |
|
$ |
43.3 |
|
|
$ |
136.0 |
|
Discussion of GAAP financial measures follows in the Results of Operations paragraphs.
44
Table of Contents
Non-GAAP Measures
Uses and definitions
Although our 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, impairment costs, acquisitions, integration and IT transformation expenses, amortization of acquired intangible assets, 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 non-GAAP constant exchange rate (“CER”) currency revenue growth, non-GAAP organic revenue growth, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating margin, and non-GAAP 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 and organic revenue:
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
GAAP revenue |
|
$ |
3,436.5 |
|
|
$ |
3,366.4 |
|
Effect of changes in foreign currency translation rates |
|
|
(77.6 |
) |
|
|
13.1 |
|
Non-GAAP CER currency revenue |
|
$ |
3,358.9 |
|
|
$ |
3,379.5 |
|
Acquisitions |
|
|
116.3 |
|
|
|
296.7 |
|
Non-GAAP Organic revenue |
|
$ |
3,242.6 |
|
|
$ |
3,082.8 |
|
The non-GAAP CER revenue decline during the year ended December 31, 2025, was driven primarily by slower demand in industrial and semiconductor markets for our analytical instruments, partially offset by higher revenue from hospital and clinical markets as well as the current year impact of recent acquisitions.
45
Table of Contents
GAAP gross profit and gross profit margin to non-GAAP gross profit and gross profit margin:
|
|
Year Ended |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
Gross profit |
|
$ |
1,577.7 |
|
|
|
45.9 |
% |
|
$ |
1,649.5 |
|
|
|
49.0 |
% |
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring costs |
|
|
42.0 |
|
|
|
1.2 |
% |
|
|
11.6 |
|
|
|
0.3 |
% |
Acquisition-related costs |
|
|
9.9 |
|
|
|
0.3 |
% |
|
|
22.0 |
|
|
|
0.7 |
% |
Purchased intangible amortization |
|
|
58.4 |
|
|
|
1.7 |
% |
|
|
47.8 |
|
|
|
1.4 |
% |
Intangible assets impairment charges |
|
|
18.3 |
|
|
|
0.5 |
% |
|
|
0.4 |
|
|
— |
|
|
Other costs |
|
|
5.7 |
|
|
|
0.2 |
% |
|
|
5.6 |
|
|
|
0.2 |
% |
Non-GAAP gross profit |
|
$ |
1,712.0 |
|
|
|
49.8 |
% |
|
$ |
1,736.9 |
|
|
|
51.6 |
% |
The decrease in non-GAAP gross profit and gross profit margin during the year ended December 31, 2025, was driven by an increase in cost of goods sold due to higher U.S. tariffs, foreign exchange headwinds from a declining U.S. Dollar, and the overall revenue mix, partially offset by the impact of cost savings initiatives.
GAAP operating income and operating margin to non-GAAP operating income and operating margin:
|
|
Year Ended |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
Operating income |
|
$ |
68.2 |
|
|
|
2.0 |
% |
|
$ |
253.1 |
|
|
|
7.5 |
% |
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring costs |
|
|
77.4 |
|
|
|
2.3 |
% |
|
|
24.7 |
|
|
|
0.7 |
% |
Acquisition-related costs |
|
|
16.3 |
|
|
|
0.5 |
% |
|
|
51.9 |
|
|
|
1.5 |
% |
Acquired in-process research and development expenses |
|
|
13.5 |
|
|
|
0.4 |
% |
|
|
— |
|
|
|
— |
|
Acquisition-related hybrid liability adjustments |
|
|
(50.2 |
) |
|
|
(1.5 |
)% |
|
|
24.1 |
|
|
|
0.8 |
% |
Purchased intangible amortization |
|
|
121.2 |
|
|
|
3.5 |
% |
|
|
99.1 |
|
|
|
2.9 |
% |
Acquisition-related litigation charges |
|
|
35.3 |
|
|
|
1.0 |
% |
|
|
46.0 |
|
|
|
1.4 |
% |
Goodwill and intangible assets impairment charges |
|
|
127.2 |
|
|
|
3.7 |
% |
|
|
0.4 |
|
|
|
— |
|
Other costs |
|
|
24.2 |
|
|
|
0.7 |
% |
|
|
18.7 |
|
|
|
0.6 |
% |
Non-GAAP operating income |
|
$ |
433.1 |
|
|
|
12.6 |
% |
|
$ |
518.0 |
|
|
|
15.4 |
% |
The decrease in our non-GAAP operating margins during the year ended December 31, 2025, was driven primarily by lower non-GAAP gross profit, the impact of foreign currency translation, and the impact of our 2024 acquisitions, partially offset by cost savings initiatives.
GAAP Net operating cash flow to non-GAAP Free cash flow:
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
134.1 |
|
|
$ |
251.3 |
|
Less: purchases of property, plant and equipment |
|
|
(90.8 |
) |
|
|
(115.3 |
) |
Free cash flow |
|
$ |
43.3 |
|
|
$ |
136.0 |
|
For the year ended December 31, 2025, our free cash flow decreased by $92.7 million compared to the same period in 2024, primarily due to lower net income and an increase in tax payments in 2025.
46
Table of Contents
RESULTS OF OPERATIONS
A discussion regarding our results of operations for the fiscal year ended December 31, 2024 compared to 2023 can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025, which is available on the SEC’s website at www.sec.gov and our Investor Relations website at https://.ir.bruker.com under the “Financial Info” section.
Year Ended December 31, 2025, compared to the Year Ended December 31, 2024
Consolidated Results
The following table presents our results for the periods presented (dollars in millions):
|
|
Year Ended |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percentage |
|
||||
Product revenue |
|
$ |
2,766.4 |
|
|
$ |
2,759.2 |
|
|
$ |
7.2 |
|
|
|
0.3 |
% |
Service and other revenue |
|
|
670.1 |
|
|
|
607.2 |
|
|
|
62.9 |
|
|
|
10.4 |
% |
Total revenue |
|
|
3,436.5 |
|
|
|
3,366.4 |
|
|
|
70.1 |
|
|
|
2.1 |
% |
Cost of product revenue |
|
|
1,486.5 |
|
|
|
1,364.5 |
|
|
|
122.0 |
|
|
|
8.9 |
% |
Cost of service and other revenue |
|
|
372.3 |
|
|
|
352.4 |
|
|
|
19.9 |
|
|
|
5.6 |
% |
Total cost of revenue |
|
|
1,858.8 |
|
|
|
1,716.9 |
|
|
|
141.9 |
|
|
|
8.3 |
% |
Gross profit |
|
|
1,577.7 |
|
|
|
1,649.5 |
|
|
|
(71.8 |
) |
|
|
(4.4 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
946.5 |
|
|
|
893.8 |
|
|
|
52.7 |
|
|
|
5.9 |
% |
Research and development |
|
|
395.2 |
|
|
|
376.5 |
|
|
|
18.7 |
|
|
|
5.0 |
% |
Goodwill impairment charge |
|
|
96.5 |
|
|
|
— |
|
|
|
96.5 |
|
|
|
100.0 |
% |
Other charges, net |
|
|
71.3 |
|
|
|
126.1 |
|
|
|
(54.8 |
) |
|
|
(43.5 |
)% |
Total operating expenses |
|
|
1,509.5 |
|
|
|
1,396.4 |
|
|
|
113.1 |
|
|
|
8.1 |
% |
Operating income |
|
|
68.2 |
|
|
|
253.1 |
|
|
|
(184.9 |
) |
|
|
(73.1 |
)% |
Bargain purchase gain and associated measurement period adjustments |
|
|
— |
|
|
|
(8.0 |
) |
|
|
8.0 |
|
|
|
100.0 |
% |
Interest and other expense, net |
|
|
(46.2 |
) |
|
|
(38.2 |
) |
|
|
(8.0 |
) |
|
|
20.9 |
% |
Income before income taxes, equity in losses of unconsolidated |
|
|
22.0 |
|
|
|
206.9 |
|
|
|
(184.9 |
) |
|
|
(89.4 |
)% |
Income tax provision |
|
|
29.3 |
|
|
|
91.4 |
|
|
|
(62.1 |
) |
|
|
(67.9 |
)% |
Equity in losses of unconsolidated investees, net of tax |
|
|
(1.0 |
) |
|
|
(1.7 |
) |
|
|
0.7 |
|
|
|
(41.2 |
)% |
Consolidated net (loss) income |
|
|
(8.3 |
) |
|
|
113.8 |
|
|
|
(122.1 |
) |
|
|
(107.3 |
)% |
Net income attributable to noncontrolling interests in |
|
|
0.3 |
|
|
|
0.7 |
|
|
|
(0.4 |
) |
|
|
(57.1 |
)% |
Net (loss) income attributable to Bruker Corporation |
|
|
(8.6 |
) |
|
|
113.1 |
|
|
|
(121.7 |
) |
|
|
(107.6 |
)% |
Dividends on Series A Mandatory Convertible Preferred Stock |
|
|
13.9 |
|
|
— |
|
|
|
13.9 |
|
|
|
100.0 |
% |
|
Net (loss) income attributable to Bruker Corporation common shareholders |
|
$ |
(22.5 |
) |
|
$ |
113.1 |
|
|
|
(135.6 |
) |
|
|
(119.9 |
)% |
47
Table of Contents
Revenue
The following table presents revenue, change in revenue, and revenue growth by reportable segment for the periods presented:
|
|
Year Ended |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percentage |
|
||||
BSI BioSpin |
|
$ |
878.8 |
|
|
$ |
905.7 |
|
|
$ |
(26.9 |
) |
|
|
(3.0 |
)% |
BSI CALID |
|
|
1,210.2 |
|
|
|
1,093.5 |
|
|
|
116.7 |
|
|
|
10.7 |
% |
BSI NANO |
|
|
1,084.3 |
|
|
|
1,098.3 |
|
|
|
(14.0 |
) |
|
|
(1.3 |
)% |
BEST |
|
|
270.9 |
|
|
|
283.0 |
|
|
|
(12.1 |
) |
|
|
(4.3 |
)% |
Eliminations (a) |
|
|
(7.7 |
) |
|
|
(14.1 |
) |
|
|
6.4 |
|
|
|
|
|
|
|
$ |
3,436.5 |
|
|
$ |
3,366.4 |
|
|
$ |
70.1 |
|
|
|
2.1 |
% |
The overall revenue increase during the year ended December 31, 2025, was driven mostly by ELITechGroup within the BSI CALID Microbiology & Infection Diagnostics division and NanoString within the BSI NANO Bruker Spatial Biology division, partially offset by organic revenue decline. The BSI CALID Segment increase in revenue was driven by increased volumes from the Optics and Microbiology & Infection Diagnostics divisions, with increased activity in the applied market Security Detection products, the MALDI Biotyper business, and the ELITechGroup molecular diagnostics business, which was acquired in the second quarter of 2024. BSI Nano Segment revenue decline was driven by weaker demand in the academic and government research and industrial markets for our analytical instruments and the Nano Surfaces and Metrology division, partially offset by NanoString, which was acquired in the second quarter of 2024. BSI BioSpin decrease in revenue was primarily driven by fewer GHz-class NMR system sales in 2025 compared to 2024 (two in 2025 versus four in 2024), weaker demand in the biopharma market and NMR instruments, partially offset by stronger demand in our lab automation products. 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.
Historically, we have higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which we believe is influenced by our customers’ budgeting cycles.
For more detail on our revenue by geography, see “Foreign Currency Risk” in Item 7A Quantitative And Qualitative Disclosures About Market Risk on page 55 of this Annual Report on Form 10-K.
Gross Profit
The following table presents gross profit and gross profit margins (“GPM”) by reportable segment for the periods reported:
|
|
Year Ended |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Gross Profit |
|
|
GPM by Segment |
|
|
Gross Profit |
|
|
GPM by Segment |
|
||||
BSI BioSpin |
|
$ |
389.1 |
|
|
|
44.3 |
% |
|
$ |
453.9 |
|
|
|
50.1 |
% |
BSI CALID |
|
|
625.6 |
|
|
|
51.7 |
% |
|
|
593.9 |
|
|
|
54.3 |
% |
BSI NANO |
|
|
516.3 |
|
|
|
47.6 |
% |
|
|
540.4 |
|
|
|
49.2 |
% |
BEST |
|
|
46.7 |
|
|
|
17.2 |
% |
|
|
61.3 |
|
|
|
21.7 |
% |
Total gross profit |
|
$ |
1,577.7 |
|
|
|
45.9 |
% |
|
$ |
1,649.5 |
|
|
|
49.0 |
% |
The decrease in total gross profit and gross profit margin during the year ended December 31, 2025, was driven primarily by declines in the BSI BioSpin UHF business and the Nano Surfaces and Metrology division, combined with increased restructuring costs and impairment charges as well as the impact of U.S. tariffs and foreign exchange headwinds from a declining U.S. Dollar.
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Selling, General and Administrative
Our selling, general and administrative expenses for the year ended December 31, 2025, increased to 27.5% of total revenue from 26.6% of total revenue for the comparable period in 2024. The year-over-year increase as a percentage of revenue was primarily due to increased costs associated with prior year acquisitions and foreign exchange headwinds from a declining U.S. Dollar, partially offset by the impact of cost savings initiatives.
Research and Development
Our research and development expenses for the year ended December 31, 2025, increased to 11.5% of total revenue from 11.2% of total revenue for the comparable period in 2024. We commit substantial resources, efforts, and capital to internal and collaborative research and development projects in order to provide innovative products and solutions to our customers. Additionally, we have been able to gain access to research and development capabilities through acquisitions, acquiring the intellectual property, technology, and expertise of the acquired companies. The increase in research and development costs as a percentage of revenue was primarily a result of increased costs associated with prior year acquisitions.
Goodwill Impairment Charge
We test goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment. Due to the current macroeconomic conditions and uncertainties related to the future forecasts, the Company concluded that it was more likely than not that the fair value of one or more of the Company’s reporting units was less than their carrying amount. As a result, the Company performed a quantitative impairment test for impairment in certain reporting units as of September 30, 2025, as these reporting units had the highest uncertainty related to quantity and timing of future cash flows. As these conditions existed as of the balance sheet date, any impairment charges are recognized in the consolidated statements of operations for the period ended September 30, 2025. The results of the valuation indicated that the carrying amount of the Bruker Spatial Biology (“BSB”) reporting unit within the Company’s BSI NANO Segment and Automation (“AUT”) reporting unit within the Company’s BSI BioSpin Segment exceeded their fair value. As a result, during the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $96.5 million on the consolidated statements of operations, which represented the amount by which the carrying value of the BSB reporting unit and AUT reporting unit exceeded the respective reporting unit’s fair value.
While we will continue to monitor these circumstances, such uncertainties, including the current macroeconomic conditions and the timing and quantity of future cash flows may impact the carrying value of our reporting units. If there are any factors that drive changes to key assumptions in our valuation inputs and if the fair value of any of our reporting units declines below the carrying value in the future, additional goodwill impairment charges may be incurred and those charges may be material. Refer to Note 6, Goodwill and Intangible Assets for further information on our goodwill impairment.
Other Charges, Net
Other charges, net for the year ended December 31, 2025, decreased to $71.3 million compared to $126.1 million for the comparable period in 2024. The year over year decrease was primarily due to adjustments to the hybrid liability related to certain other majority owned acquisitions as described in Note 24, Hybrid Instrument Liabilities which decreased by $74.3 million compared to the comparable period in 2024, offset by an increase in restructuring costs by $22.3 million as a result of the restructuring programs described in Note 12, Restructuring. Refer to Note 11, Other Charges, Net for more details on our other charges, net costs.
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Operating Income
The following table presents operating income and operating margins (“OM”) by reportable segment for the periods reported:
|
|
Year Ended |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Operating |
|
|
OM by Segment |
|
|
Operating |
|
|
OM by Segment |
|
||||
BSI BioSpin |
|
$ |
104.3 |
|
|
|
11.9 |
% |
|
$ |
157.8 |
|
|
|
17.4 |
% |
BSI CALID |
|
|
153.3 |
|
|
|
12.7 |
% |
|
|
180.0 |
|
|
|
16.5 |
% |
BSI NANO |
|
|
(71.8 |
) |
|
|
(6.6 |
)% |
|
|
2.3 |
|
|
|
0.2 |
% |
BEST |
|
|
19.4 |
|
|
|
7.2 |
% |
|
|
34.9 |
|
|
|
12.3 |
% |
Corporate, eliminations and other (a) |
|
|
(137.0 |
) |
|
|
|
|
|
(121.9 |
) |
|
|
|
||
Total operating income |
|
$ |
68.2 |
|
|
|
2.0 |
% |
|
$ |
253.1 |
|
|
|
7.5 |
% |
The decrease in total operating income and operating income margin was primarily due to unfavorable revenue mix which negatively impacted gross margins, increased restructuring costs and impairment charges, the impact of U.S. tariffs, and foreign exchange headwinds from a declining U.S. Dollar. In August 2025, we announced a cost savings initiative aimed at reducing annualized costs by approximately $100 million to $120 million by the end of 2026. This cost savings initiative was implemented with the intention to improve operating income and operating margins on a company-wide basis. The planned reductions affect all parts of our business including supply chain, manufacturing, commercial operations, administrative functions and research and development.
Global Tariffs
Recently, the U.S. government has indicated its intent to modify U.S. trade policy and, in some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also imposed or increased tariffs on foreign imports into the United States from key trading partners, including Germany and Switzerland.
The tariff increases adopted in 2025, and the uncertainty associated with them in global markets, have resulted in lower than anticipated bookings and revenues and contributed to reduced gross margins, operating margins, and profitability, and may continue to adversely affect our business, results of operations and financial condition for the foreseeable future. For example, during the year ended December 31, 2025, our results of operations were adversely impacted by an increase in cost of goods sold as a result of increased tariffs. Changes to tariffs and trade policies between the United States and foreign countries, such as what occurred during 2025, could reduce the purchasing power of our customers by increasing costs in their operations, which in turn may lead to decreased demand for our products or services. The magnitude and duration of any reduction in customer purchasing ability is difficult to reliably predict and quantify.
Moreover, tariffs and international trade arrangements may continue to change, potentially without warning, and to an extent that is difficult to predict. On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. We are continuing to monitor and evaluate these developments and assess their potential impact on our business, financial condition, and results of operations.
Interest and Other Income (Expense), Net
The increase in interest and other income (expense), net during the year ended December 31, 2025, was primarily due to higher interest expense and lower foreign exchange differences on the revaluation of monetary items, partially offset by the income on settlement of interest rate swap agreement. We expect interest expense to decrease in 2026 primarily due to lower debt levels following the repayments made during 2025. Refer to Note 13, Interest and Other Income (Expense), net for more details on our interest and other income (expense), net.
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Income Tax Provision
The effective tax rates for years ended 2025 and 2024, were 133.2% and 44.2%, respectively. The increase in our effective tax rate was primarily due to a change in jurisdictional mix, net favorable discrete adjustments related to the tax impact of the impairment of goodwill, return on provision adjustments, and tax reserves.
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation. Our income tax provision reflects enacted legislation as of December 31, 2025, and guidance related to the model rules. Subsequent to our year end, and not included in our provision, is the impact of the OECD announcement on January 5, 2026, that a side-by-side agreement was reached with member countries creating safe harbors to exempt U.S. multi-nationals from certain of the taxes under the Pillar Two regime by recognizing the U.S. tax system as a compatible domestic minimum tax regime. The Company’s income tax provision for the year ended December 31, 2025, reflected enacted legislation and guidance related to the model rules. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar Two.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows
We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to support our operating and investing needs, and other liquidity needs for at least the next twelve months and the foreseeable future under the currently anticipated business conditions and macroeconomic environment. As of December 31, 2025, we had $298.8 million in cash and cash equivalents, of which $90.6 million was held in our foreign subsidiaries. The Company has access to the vast majority of its cash and cash equivalent balances held outside of the United States without incurring significant additional tax costs and therefore considers them available for use globally. The amount of funds held in the United States can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as acquisitions and borrowings. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and foreign cash flows (both inflows and outflows). Our future cash requirements could be affected by acquisitions that we may complete, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred 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 December 31, 2025, it was in a positive position.
The following table presents our cash flows from operating activities, investing activities, and financing activities for the periods presented (in millions):
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
134.1 |
|
|
$ |
251.3 |
|
Net cash used in investing activities |
|
|
(196.5 |
) |
|
|
(1,757.3 |
) |
Net cash provided by financing activities |
|
|
135.1 |
|
|
|
1,229.8 |
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
43.7 |
|
|
|
(28.7 |
) |
Net change in cash, cash equivalents and restricted cash |
|
$ |
116.4 |
|
|
$ |
(304.9 |
) |
Net cash provided by operating activities during the year ended December 31, 2025, resulted primarily from consolidated net income adjusted for non-cash items of $278.9 million, partially offset by a change in operating assets and liabilities, net of acquisitions of $144.8 million. Net cash provided by operating activities during the year ended December 31, 2024, resulted from consolidated net income adjusted for non-cash items of $329.5 million, partially offset by a change in operating assets and liabilities, net of acquisitions of $78.2 million.
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The decrease in consolidated net income adjusted for non-cash items was primarily driven by lower income as a result of unfavorable revenue mix combined with negative impact of new U.S. trade tariffs and foreign exchange headwinds from a declining U.S. Dollar, and timing of income taxes payable partially offset by the non-cash impairment charges related to goodwill and intangible assets primarily in our BSI BioSpin and BSI NANO segments. The change in operating assets and liabilities, net of acquisitions increased primarily due to decreased accrued compensation costs as a result of cost-saving initiatives and timing of income taxes payable, partially offset by an increase in working capital including higher receivables and inventory levels.
Net cash used in investing activities during the year ended December 31, 2025, resulted primarily from business and asset acquisitions of $103.3 million, purchases of property, plant and equipment of $90.8 million, and cash paid for minority investments of $7.2 million. Net cash used in investing activities during the year ended December 31, 2024, resulted primarily from acquisitions of $1,599.6 million, purchases of property, plant and equipment of $115.3 million, and cash paid for minority investments of $48.3 million. Net cash used in investing activities during the year ended December 31, 2025, decreased compared to the prior year primarily due to fewer business and asset acquisitions and lower overall minority investments. Due to the significant investments in 2024 and years prior, we are currently focused on integrating the businesses and assets acquired. We have also managed our level of property plant and equipment investment during the year ended December 31, 2025, and we expect capital expenditures in 2026 to be consistent with the level of investing in 2025.
Net cash provided by financing activities during the year ended December 31, 2025, was primarily from net proceeds from the issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs of $669.7 million, offset by net repayment of our revolving line of credit of $28.3 million, repayments of long-term debt of $466.5 million (refer to Note 20, Debt), the payment of dividends to common and preferred shareholders of $32.9 million and cash paid for purchases of common stock under our repurchase program of $10.0 million. Net cash used in financing activities during the year ended December 31, 2024, was primarily from proceeds from long-term debt of $973.7 million, proceeds from our public offering of common stock of $403.0 million, and net proceeds from our revolving line of credit of $37.6 million, primarily offset by the repayment of our 2012 Note purchase agreement of $100.0 million and the payment of dividends to common shareholders of $30.2 million. During the year ended December 31, 2025, we raised proceeds via the issuance of equity via the issuance of the Series A Mandatory Convertible Preferred Stock to pay down some of our outstanding debt obligations, whereas during the year ended December 31, 2024, we raised proceeds via the issuance of equity via our public offering and entered into new debt obligations for strategic acquisitions. As a result of the Series A Mandatory Convertible Preferred Stock issuance, we also have certain obligations with respect to discretionary dividends to our preferred shareholders in addition to the discretionary dividends historically paid to our for our common shareholders.
Issuance of Series A Mandatory Convertible Preferred Stock
On September 8, 2025, we issued 2,760,000 shares, or $690 million aggregate liquidation preference, of our 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, (including 360,000 shares, or $90.0 million aggregate liquidation preference, of Series A Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering. Dividends on the Series A Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of our common stock or, subject to certain limitations, in a combination of cash and shares of our common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, which commenced on December 1, 2025, and ending on, and including, September 1, 2028. We used the proceeds from the Series A Mandatory Convertible Preferred Stock to repay in full the outstanding balance in our 2019 term loan of $255.8 million and the outstanding balance in our 2024 Revolving Credit Agreement of $300 million, as well as repaid $37.6 million of the outstanding balance of the 2024 term loan due in 2027. Refer to Note 26, Shareholder's Equity, in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for more information on our mandatory convertible preferred stock.
Debt and Credit Facilities
After consideration of the debt repayments made with the proceeds from the Series A Mandatory Convertible Preferred Stock described above, along with $141.5 million paydown of the 2024 term loan due in 2027 during the fourth quarter of 2025, we have a total outstanding debt of $1.9 billion as of December 31, 2025, 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, of which $899.3 million is available. 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 December 31, 2025, we were in compliance with all covenants of our debt agreements.
For a summary of the fair and carrying values of our outstanding debt as of December 31, 2025, refer to Note 20, Debt and Note 21, Fair Value of Financial Instruments to our consolidated financial statements included in this report.
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Share Repurchase Program
In May 2023, our Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of our 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. During the year ended December 31, 2025, we purchased a total of 200,731 shares at an aggregate cost of $10.0 million under the 2023 Repurchase Program. The 2023 Repurchase Program expired in May 2025 and has not been renewed.
Incentive Compensation Plan
In May 2025, the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) was approved by our common shareholders. The 2026 Plan was effective as of February 19, 2026 (“the Effective Date”), which was 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 our 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 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.
Income Taxes
At December 31, 2025 and in accordance with the U.S. tax laws we recorded state and foreign withholding taxes, as well as subsequent foreign currency translations on these withholding taxes as they are an obligation of the parent company, on the cash and liquid assets portion of the unremitted earnings and profits (“E&P”) of foreign subsidiaries expected to be repatriated from our foreign subsidiaries to the United States. If the E&P is ultimately distributed to the United States in the form of dividends or otherwise, we would likely be subject to additional withholding tax. We will continue to evaluate our assertions on the cumulative historical outside basis differences in our foreign subsidiaries as of December 31, 2025. The amount of unrecognized deferred withholding taxes on the undistributed E&P was $143.36 million at December 31, 2025.
As of December 31, 2025, we had approximately $605.3 million of U.S. federal net operating loss carryforwards, of which $35.2 million begin to expire at various dates beginning in 2033 and the remainder $570.1 million will be carried forward indefinitely. The Tax Cuts and Jobs Act (“TCJA”) enacted on December 22, 2017, limits a taxpayer’s ability to utilize Net Operating Losses (“NOL”) deduction in a year to 80% taxable income for federal NOL arising in tax years beginning after 2017. We have approximately $214.6 million of state net operating loss carryforwards available to reduce state taxable income that are expected to expire at various times beginning in 2026 to the extent that they cannot be utilized. We also have approximately $145.4 million of German Trade Tax and Corporate Income Tax net operating losses that are carried forward indefinitely. Additionally, we have $168.9 million of other foreign net operating losses that are expected to expire at various times in the future.
On December 15, 2022, the EU Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the OECD Pillar Two Framework. A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation. Our income tax provision reflects enacted legislation as of December 31, 2025, and guidance related to the model rules. Subsequent to our year end, and not included in our provision, is the impact of the OECD announcement on January 5, 2026, that a side-by-side agreement was reached with member countries creating safe harbors to exempt U.S. multi-nationals from certain of the taxes under the Pillar Two regime by recognizing the U.S. tax system as a compatible domestic minimum tax regime. Our income tax provision for the year ended December 31, 2025, reflects enacted legislation and guidance related to the model rules. We continue to monitor the countries in which we operate as they enact legislation implementing Pillar Two. Refer to Note 14, Income Taxes for additional details of our loss carryforwards.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, and are disclosed in Note 2, Summary of Significant Accounting Policies in the notes the consolidated financial statements. U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of
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assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
We consider our accounting estimates to be critical to the consolidated financial statements if (i) the estimate requires significant judgment or is complex in nature and (ii) if different estimates and assumptions were used, the results could have a material impact on our consolidated financial statements. We evaluate our estimates and the application of our policies on an ongoing basis.
We base our estimates and judgments on our historical experience, current market and economic conditions, industry trends, and other assumptions that we believe are reasonable. Actual results could differ from these estimates. Changes in estimates are recorded in the period in which they become known.
We believe the following critical accounting policies and estimates to be both those most important to the portrayal of our financial position and results of operations and those that require the most estimation and subjective judgment. The full accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies in the notes the consolidated financial statements.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The standard results in significant management judgment and estimates as a result of inherent uncertainties in the following areas:
Multiple Performance Obligations: Many of our contracts include multiple performance obligations, such as systems, installation, accessories, parts, and services. Allocating the transaction price to these obligations requires us to estimate the standalone selling price for each distinct good or service. While we primarily rely on observable prices from standalone sales, in cases where such evidence is unavailable, we use an expected cost-plus-margin approach, and this estimate requires judgments and is subject to potential variability if our assumptions about cost or margin change.
Timing of Revenue Recognition: We recognize revenue when control transfers to the customer in an amount that reflects the consideration we expect to receive. For most of our performance obligations, this occurs at a point in time, such as upon shipment or customer acceptance. However, for certain customized systems or services, revenue is recognized over time based on progress toward completion, typically measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs. This method requires us to make reasonable estimates of total contract costs and assess progress. Revisions to cost estimates could significantly affect the timing and amount of revenue recognized, particularly for complex, long-term arrangements. Losses are recorded immediately when we estimate that contracts will ultimately result in a loss.
For systems with customer-specific acceptance criteria, management evaluates whether the customer assessment criteria have been satisfied, which may involve judgment in determining whether successful factory acceptance testing or customer sign-off has been achieved. Changes in customer requirements or delays in acceptance can impact the timing of revenue recognition.
Collectability assessment: Differing assessments of the probability of collection could impact the amount and timing of revenue recognition. However, based on our customer profile combined with an established practice of requiring advances for certain larger product sales, we have not historically experienced significant adjustments to revenue.
Income taxes
Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts and their respective tax bases, measured using enacted tax rates expected to apply when these differences reverse. The realizability of deferred tax assets is evaluated based on historical taxable income, current tax liabilities, and projected future taxable income, with the latter involving inherent uncertainty. A valuation allowance is established if it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in estimates or assumptions regarding taxable income may require adjustments to the valuation allowance, which could materially impact our financial position and results of operations.
Liabilities for uncertain tax positions are recorded based on a minimum recognition threshold, requiring significant judgment to determine if it is more likely than not that a tax position will be sustained.
Business Combinations
We account for business combinations under the acquisition method of accounting. Accordingly, at the date of each acquisition, we measure the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocate the amounts paid to all items measured. Any excess of fair value of acquired net assets, including identifiable intangible assets over the acquisition consideration, results in a bargain purchase gain.
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The determination of the fair value of identifiable assets and liabilities is based on valuations that reflect management’s best estimates of inputs and assumptions, consistent with those a market participant would utilize. These valuations rely significantly on estimated future cash flows, which are critical inputs in the valuation models. The preparation of these estimates involves substantial judgment and incorporates information from multiple sources, including historical data of the acquired entity, insights obtained through due diligence, and industry publications available to us and all of which are subject to their own inherent limitations when estimating future outcomes.
Impairment
Goodwill and indefinite-lived intangible assets arising from our acquisitions, are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. We typically identify other amortizing intangible assets as part of the acquisition accounting, and the amount and amortization period are determined at the time of the acquisition. In assessing the recoverability of goodwill and other indefinite-lived or amortizing intangible assets, we must make assumptions regarding the estimated future cash flows, including forecasted revenue growth and the discount rate to determine the fair value of these assets. If these estimates or their related assumptions adversely change after the acquisition date, we may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. Refer to Note 6, Goodwill and Intangible Assets, for more information on goodwill and indefinite-lived intangible assets impairment assessment and charges for the year ended December 31, 2025.
RECENT ACCOUNTING PRONOUNCEMENTS
Information regarding recently issued accounting pronouncements may be found in Note 3, Recent Accounting Pronouncements to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are potentially exposed to market risks associated with changes in foreign currency translation rates, interest rates and commodity prices. See also Note 22, Derivative Instruments and Hedging Activities for more information on these risks. We selectively use financial instruments to reduce these risks. All transactions related to risk management techniques are authorized and executed pursuant to our policies and procedures. Analytical techniques used to manage and monitor foreign currency translation and interest rate risk include market valuations and sensitivity analysis.
We have estimated our market risk exposure using sensitivity analysis. To test the sensitivity of our market risk exposure, we have estimated the changes in fair value of market risk sensitive instruments assuming a hypothetical 10 percent adverse change in market prices or rates. The results of the sensitivity analyses are summarized below.
Foreign Currency Risk
We generate a substantial portion of our revenues in international markets, principally Germany and other countries in the European Union, Switzerland and Japan, which exposes our operations to the risk of exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. Our costs related to sales in foreign currencies are largely denominated in the same respective currencies, reducing our transaction risk exposure. However, for foreign currency denominated sales in certain regions, such as Japan, where we do not incur significant costs denominated in Japanese Yen, we are more exposed to the impact of foreign currency fluctuations.
For sales not denominated in U.S. Dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. Dollars, it will require more of the foreign currency to equal a specified amount of U.S. Dollars than before the rate increase. In such cases, if we price our products in the foreign currency, we will receive less in U.S. Dollars than we would have received before the rate increase went into effect. If we price our products in U.S. Dollars and our competitors price their products in local currency, an increase in the relative strength of the U.S. Dollar could result in our prices not being competitive in a market where business is transacted in the local currency. For example, if the U.S. Dollar strengthened against the Japanese Yen, our Japanese-based competitors would have a greater pricing advantage over us.
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Table of Contents
Our revenue by geography was as follows for the periods presented (dollars in millions):
|
|
Year Ended |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Revenue |
|
|
Percentage of |
|
|
Revenue |
|
|
Percentage of |
|
||||
United States |
|
$ |
891.3 |
|
|
|
25.9 |
% |
|
$ |
938.5 |
|
|
|
27.9 |
% |
Germany |
|
|
297.0 |
|
|
|
8.6 |
% |
|
|
310.7 |
|
|
|
9.2 |
% |
Europe excluding Germany |
|
|
950.2 |
|
|
|
27.7 |
% |
|
|
873.0 |
|
|
|
25.9 |
% |
China |
|
|
475.8 |
|
|
|
13.8 |
% |
|
|
471.2 |
|
|
|
14.0 |
% |
Asia Pacific excluding China |
|
|
552.6 |
|
|
|
16.1 |
% |
|
|
518.5 |
|
|
|
15.4 |
% |
Other |
|
|
269.6 |
|
|
|
7.9 |
% |
|
|
254.5 |
|
|
|
7.6 |
% |
Total revenue |
|
$ |
3,436.5 |
|
|
|
100.0 |
% |
|
$ |
3,366.4 |
|
|
|
100.0 |
% |
Changes in foreign currency exchange rates increased our revenue by approximately 2.3% during the year ended December 31, 2025, and decreased our revenue by approximately 0.4% during the year ended December 31, 2024.
Assets and liabilities of our foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. Dollars using period-end exchange rates. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity. We recorded a net gain of $115.1 million and a net loss of $79.6 million, during the years ended December 31, 2025, and 2024, respectively, from currency translation adjustments. A 10% depreciation in functional currencies, relative to the U.S. Dollar, at December 31, 2025, would have resulted in a reduction of shareholders’ equity of approximately $207.1 million.
As of December 31, 2025, we have several cross-currency swap agreements with a notional value of $124.1 million of U.S. Dollar to Swiss Franc and a notional value of $124.1 million of U.S. Dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. Under the U.S. GAAP hedge accounting guidance, changes in fair value of the derivative that relates to changes in the foreign currency spot rate are recorded in the currency translation adjustment in comprehensive income (loss) and remain in accumulated comprehensive income (loss) in shareholders’ equity until the sale or substantial liquidation of the foreign operation. The before tax gains and losses related to hedges of net asset investments in international operations that were recorded within the cumulative translation adjustment section of other comprehensive income were a loss of $251.5 million for the year ended December 31, 2025, gain of $89.1 million for the year ended December 31, 2024, and loss of $100.9 million for the year ended December 31, 2023. The difference between the interest rate received and paid under the cross-currency swap derivative agreement is recorded in interest income in the statements of operations.
Gains and losses resulting from foreign currency transactions are reported in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income. Our foreign currency transaction gains, net were $11.6 million and $23.7 million for years ended December 31, 2025, and 2024, respectively.
From time to time, we have entered into forward currency contracts designed to minimize the volatility that fluctuations in foreign currency have on our cash flows related to purchases and sales denominated in foreign currencies. Under these arrangements, we agree to purchase a fixed amount of a foreign currency in exchange for a fixed amount of U.S. Dollars or other currencies on specified dates typically with maturities of less than twelve months with some agreements extending to longer periods. These transactions are recorded at fair value with the corresponding gains and losses recorded in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income. The impact of currency exchange rate movement can be positive or negative in any period. We will continue to evaluate our currency risks, and in the future, may utilize foreign currency contracts more frequently.
Interest Rate Risk
From time to time, we may invest excess cash in short-term investments that are subject to changes in interest rates. We believe that the market risk arising from holding these financial instruments is minimal because of our policy of investing in money market funds and short-term financial instruments issued by highly rated financial institutions.
Our exposure to interest rate risk related 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 was managed as part of an interest rate swap which involved us paying fixed, receiving floating. The interest rate swap agreement was terminated during the third quarter of 2025 following the repayment of the 2019 Term Loan.
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Table of Contents
Commodity Price Risk
We are exposed to certain commodity risks associated with prices for various raw materials. The prices of copper and certain other raw materials, particularly niobium-tin, used to manufacture superconductors have increased significantly over the last decade. Copper and niobium-tin are the main components of low temperature superconductors and continued commodity price increases for copper and niobium, as well as other raw materials, may negatively affect our profitability. Periodically, we enter into commodity forward purchase contracts to minimize the volatility that fluctuations in the price of copper have on our sales of these products. At December 31, 2025, and 2024, the fair value of the fixed price commodity contracts was de minimis. As commodity contracts settle, gains (losses) as a result of changes in fair values are adjusted to the contracts with the customers through revenues. We will continue to evaluate our commodity risks and may utilize commodity forward purchase contracts more frequently in the future.
Inflation Risk
We are subject to inflationary cost pressures across global operating supply networks. Certain components, parts, or materials are experiencing significant cost pressures that have impacted or may impact our cost of operations in future periods. Further, inflation has increased our selling, general and administrative expenses and may vary between countries in which we operate. We continue to evaluate these cost increases in relation to our new orders and may continue to see a negative impact on our financial results for a period of time.
57
Table of Contents
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index of Consolidated Financial Statements
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm (PCAOB ID |
59 |
Consolidated Balance Sheets as of December 31, 2025, and 2024 |
62 |
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 |
63 |
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023 |
64 |
Consolidated Statements of Redeemable Noncontrolling Interests and Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023 |
65 |
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 |
66 |
Notes to Consolidated Financial Statements |
67 |
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Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Bruker Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Bruker Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive (loss) income, of redeemable noncontrolling interests and shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH & Co. KG from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in purchase business combinations during 2025. We have also excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH & Co. KG from our audit of internal control over financial reporting. The total assets and total revenues of these acquired entities excluded from management’s assessment and our audit of internal control over financial reporting collectively represent less than 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
59
Table of Contents
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition – System Sales
As described in Note 2 to the consolidated financial statements, the Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, management is required to assess when the Company can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. The Company’s consolidated product revenue for the year ended December 31, 2025 was $2,766.4 million, of which a significant portion relates to system sales.
The principal consideration for our determination that performing procedures relating to revenue recognition for system sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s system sales revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to system sales revenue recognition. These procedures also included, among others, testing revenue recognized for a sample of system sales transactions by obtaining and inspecting source documents, such as invoices, customer purchase orders, shipping or delivery documents, acceptance documents, and cash receipts, where applicable.
Interim Goodwill Impairment Test – Bruker Spatial Biology and Automation Reporting Units
As described in Notes 2 and 6 to the consolidated financial statements, as of December 31, 2025, the goodwill associated with the Bruker Scientific Instruments (BSI) NANO segment was $525.8 million, of which a portion relates to the Bruker Spatial Biology (BSB) reporting unit and the goodwill associated with the BSI BioSpin segment was $202.7 million, of which a portion relates to the Automation (AUT) reporting unit. Management tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level.
60
Table of Contents
During the third quarter of 2025, and as of September 30, 2025, management concluded that it was more likely than not that the fair value of four of the Company’s reporting units was less than their carrying amount. As a result, management performed a quantitative impairment test for those reporting units. The results of the valuation indicated that the carrying amount of the BSB and AUT reporting units exceeded their fair value. As a result, during the third quarter of 2025, the Company recorded a goodwill impairment charge of $96.5 million. In determining the fair value of the reporting units, management used a weighted combination of the market approach and the income approach. The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information. Estimating the fair value of the reporting units requires significant judgment by management. The significant assumptions in the discounted cash flow models included, but were not limited to, discount rates, revenue growth rates and earnings before interest, taxes and depreciation and amortization (EBITDA) margin targets. The significant assumptions in the market approach included, but were not limited to, revenue growth rates and revenue multiples based on the guideline public company method.
The principal considerations for our determination that performing procedures relating to the interim goodwill impairment test of the BSB and AUT reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the BSB and AUT reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating (a) management’s significant assumptions related to discount rates, revenue growth rates, and EBITDA margin targets used in the income approach and revenue growth rates and revenue multiples used in the market approach and (b) the reasonableness of the weighted combination of the approaches; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the valuation of the BSB and AUT reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the BSB and AUT reporting units; (ii) evaluating the appropriateness of the income and market approaches used by management, including the reasonableness of the weighted combination of the approaches; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rates, revenue growth rates, and EBITDA margin targets used in the income approach and the revenue growth rates and revenue multiples used in the market approach. Evaluating management’s assumptions related to revenue growth rates and EBITDA margin targets involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the BSB and AUT reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches, including the reasonableness of the weighted combination of the approaches and (ii) the reasonableness of the discount rate and revenue multiple assumptions.
/s/
February 27, 2026
We have served as the Company’s auditor since 2016.
61
Table of Contents
BRUKER CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Operating lease assets |
|
|
|
|
|
|
||
Deferred tax assets, net |
|
|
|
|
|
|
||
Other long-term assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Current portion of long-term debt and finance lease obligations |
|
$ |
|
|
$ |
|
||
Accounts payable |
|
|
|
|
|
|
||
Current portion of deferred revenue and customer advances |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
|
||
Long-term deferred revenue and customer advances |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Redeemable noncontrolling interests |
|
|
|
|
|
|
||
Shareholders’ equity: |
|
|
|
|
|
|
||
Preferred stock, par value $ |
|
|
|
|
|
|
||
Series A |
|
|
|
|
|
|
||
Common stock, par value $ |
|
|
|
|
|
|
||
Issued - |
|
|
|
|
|
|
||
Treasury stock, at cost |
|
|
|
|
|
|
||
Purchased - |
|
|
( |
) |
|
|
( |
) |
Additional paid-in capital |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss, net of tax |
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity attributable to Bruker Corporation |
|
|
|
|
|
|
||
Noncontrolling interests in consolidated subsidiaries |
|
|
|
|
|
|
||
Total shareholders’ equity |
|
|
|
|
|
|
||
Total liabilities, redeemable noncontrolling interests and shareholders’ equity |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
62
Table of Contents
BRUKER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
|
|
Year Ended |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Service and other revenue |
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of product revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of service and other revenue |
|
|
|
|
|
|
|
|
|
|||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Gross profit |
|
|
|
|
|
|
|
|
|
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
|
|
|
|
|
|
|
|||
Goodwill impairment charge |
|
|
|
|
|
|
|
|
|
|||
Other charges, net |
|
|
|
|
|
|
|
|
|
|||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|||
Operating income |
|
|
|
|
|
|
|
|
|
|||
Bargain purchase gain and associated measurement period adjustments |
|
|
|
|
|
( |
) |
|
|
|
||
Interest and other expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income before income taxes, equity in (losses) income of unconsolidated |
|
|
|
|
|
|
|
|
|
|||
Income tax provision |
|
|
|
|
|
|
|
|
|
|||
Equity in (losses) income of unconsolidated investees, net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Consolidated net (loss) income |
|
|
( |
) |
|
|
|
|
|
|
||
Net income attributable to noncontrolling interests in |
|
|
|
|
|
|
|
|
|
|||
Net (loss) income attributable to Bruker Corporation |
|
|
( |
) |
|
|
|
|
|
|
||
Dividends on Series A Mandatory Convertible Preferred Stock |
|
|
|
|
|
|
|
|||||
Net (loss) income attributable to Bruker Corporation common shareholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Net (loss) income per common share attributable to Bruker Corporation |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Diluted |
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these consolidated financial statements.
63
Table of Contents
BRUKER CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions)
|
|
Year Ended |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Consolidated net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation: |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation gain (loss) before income taxes |
|
|
|
|
|
( |
) |
|
|
|
||
Income tax expense (benefit) on foreign currency translation adjustments |
|
|
|
|
|
( |
) |
|
|
|
||
Foreign currency translation gain (loss) after income taxes |
|
|
|
|
|
( |
) |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||
Designated hedging instruments: |
|
|
|
|
|
|
|
|
|
|||
(Loss) gain on designated hedging instruments before income taxes |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax (benefit) expense related to designated hedging instruments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
(Loss) gain on designated hedging instruments after income taxes |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Pension and other post-retirement plans: |
|
|
|
|
|
|
|
|
|
|||
Pension and other post-retirement benefit liability adjustments gain (loss) arising during the period |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Amortization of actuarial loss and prior service credits included in net periodic pension cost |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total pension and other post-retirement benefit liability adjustments gain (loss) before income taxes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Income tax benefit expense (benefit) related to total pension and other post-retirement benefit liability adjustments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total pension and other post-retirement benefit liability adjustments gain (loss) after income taxes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Total other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total Comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests |
|
|
|
|
|
( |
) |
|
|
|
||
Less: Comprehensive income (loss) attributable to redeemable noncontrolling |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total Comprehensive income attributable to Bruker Corporation |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The accompanying notes are an integral part of these consolidated financial statements.
64
Table of Contents
BRUKER CORPORATION
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
(in millions, except share data)
|
Redeemable |
|
Number of Series A Preferred |
|
Preferred Stock |
|
Number of Common |
|
Common |
|
Number of Treasury |
|
Treasury |
|
Additional |
|
Retained |
|
Accumulated Other |
|
Total Shareholders’ |
|
Noncontrolling |
|
Total |
|
|||||||||||||
Balance at December 31, 2022 |
$ |
|
|
— |
|
|
— |
|
|
|
$ |
|
|
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
Stock options exercised |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Restricted stock units vested |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Stock-based compensation |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Shares repurchased |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
||
Employee stock purchase plan |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Dividends to common shareholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Proceeds from the sale of non-controlling interests, net of loan receivable of $ |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Other shareholders of majority owned acquisitions |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Distributions to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Consolidated net income (loss) |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
||
Balance at December 31, 2023 |
$ |
|
— |
|
— |
|
|
|
$ |
|
|
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
Stock options exercised |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Restricted stock units vested |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Stock-based compensation |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Employee stock purchase plan |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Public Offering, net of issuance costs of $ |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||||
Dividends to common shareholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Loans to noncontrolling interest |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Consolidated net income (loss) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other comprehensive income (loss) |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Balance at December 31, 2024 |
$ |
|
— |
|
— |
|
|
|
$ |
|
|
|
$ |
( |
) |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||||||
Stock options exercised |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Restricted stock units vested |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Stock-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Employee stock purchase plan |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Shares repurchased |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
|
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Issuance of treasury stock in acquisition |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
( |
) |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
|
— |
|
|
|
||||
Issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs of $ |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Dividends to Series A Mandatory Convertible Preferred Stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Dividends to common shareholders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Distributions to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Consolidated net (loss) income |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
Certain other acquisitions |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other comprehensive income |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025 |
$ |
|
|
|
|
— |
|
|
|
$ |
|
|
|
$ |
( |
) |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
65
Table of Contents
BRUKER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|
Year Ended |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Consolidated net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile consolidated net (loss) income to cash flows from |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Bargain purchase gain on acquisition and associated measurement period adjustments |
|
|
|
|
|
|
|
|
( |
) |
||
Impairment of goodwill, intangible assets, other long-lived assets, and certain minority investments |
|
|
|
|
|
|
|
|
|
|||
Write down of inventories |
|
|
|
|
|
|
|
|
|
|||
Acquisition-related hybrid liability adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign currency transaction (gain) loss, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Other non-cash expenses, net |
|
|
|
|
|
|
|
|
( |
) |
||
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Inventories |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
|
|
|
|
|
||
Accrued compensation |
|
|
( |
) |
|
|
|
|
|
|
||
Income taxes payable, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Deferred revenue and customer advances |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other changes in operating assets and liabilities, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash paid for minority investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash paid for business combinations, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash paid for in-process research and development and related assets |
|
|
( |
) |
|
|
|
|
|
|
||
Other investing activities, net |
|
|
|
|
|
|
|
|
|
|||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Repayments of revolving lines of credit |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Proceeds from revolving lines of credit |
|
|
|
|
|
|
|
|
|
|||
Repayment of long-term debt |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from long-term debt |
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs |
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common stock, net |
|
|
|
|
|
|
|
|
|
|||
Payment of dividends to Series A Mandatory Convertible Preferred Shareholders |
|
|
( |
) |
|
|
|
|
|
|
||
Payment of dividends to common shareholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other financing activities, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
|
|
( |
) |
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
|
|
|
( |
) |
|
|
|
||
Net change in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash, cash equivalents and restricted cash at beginning of year |
|
|
|
|
|
|
|
|
|
|||
Cash, cash equivalents and restricted cash at end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Supplemental cash flow information: |
|
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Cash paid for interest |
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$ |
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$ |
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$ |
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Cash paid for taxes |
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$ |
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$ |
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$ |
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Restricted cash period beginning balance |
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$ |
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$ |
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$ |
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Restricted cash period ending balance |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
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
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 preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.
As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements.
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2. Summary of Significant Accounting Policies
Principles of Consolidation
Noncontrolling Interests
Noncontrolling interests represents the minority shareholders’ proportionate share of the Company’s majority-owned subsidiaries. The portion of net income or net loss attributable to non-controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of operations and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders’ equity.
Redeemable Noncontrolling Interests
The Company has agreements with noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value. These rights can be accelerated in certain events. As the redemptions are contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interests are measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value or its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Any adjustments to the carrying value of the redeemable noncontrolling interest are recorded through earnings.
Business Combinations
The Company accounts for business combinations under the acquisition method of accounting. Accordingly, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the amounts paid to all items measured at the date of each acquisition. The Company records a provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of the financial statements. Therefore, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates.
The fair value of identifiable intangible assets acquired is based on valuations that use information and assumptions determined by management which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company estimates the fair value of identifiable intangible assets using the income approach through a discounted cash flow analysis. The discounted cash flow analysis is based on the forecasts used by the Company to price the acquisition. The discount rates applied are benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate. Using a residual method, any excess between the consideration transferred and the fair value of net assets acquired is recorded as goodwill. The Company believes any positive goodwill represents the future economic benefits of the acquisition that are not individually identifiable, such as synergies between the acquired assets and the Company’s existing businesses.
The amortization period for the intangible assets acquired is calculated based on the estimated recovery of future cash flows.
Asset Acquisitions
The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the asset or group of assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date.
On November 14, 2025, the Company acquired
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Cash and Cash Equivalents
Short-term Investments
Restricted Cash
Multi-Currency Notional Cash Pooling
The Company has a master netting arrangement with a third-party financial institution whereby certain subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of the master netting arrangement, the participating subsidiaries combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. The Company had a net positive cash balance related to this pooling arrangement at December 31, 2025, and 2024, respectively, and the amounts were included in cash, and cash equivalents in the consolidated balance sheets.
Accounts Receivable, net
Accounts receivable have been reduced by an allowance for credit losses. The allowance for credit losses represents the Company’s best estimate of the amount of probable credit losses in our accounts receivable. The Company’s allowance for credit losses was immaterial to the Company. This allowance is based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and historical experience. Provisions for credit losses are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company’s customers.
Derivative Financial Instruments and Hedging Activities
All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge, foreign currency hedge or a hedge of a net investment in a foreign operation. If a derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings. The Company presents the cross-currency swap periodic settlements in investing activities and the interest rate swap periodic settlements in operating activities in the consolidated statements of cash flows. The Company records derivative assets and liabilities on a gross basis in the consolidated balance sheets.
Fair Value of Financial Instruments
The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event
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triggers a new basis of accounting. The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:
The fair value hierarchy level is determined by asset and class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter.
Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows:
Concentration of Credit Risk
Financial instruments that subject the Company to credit risk consist of cash, cash equivalents, derivative instruments, accounts receivables and restricted cash. The risk with respect to cash, cash equivalents and restricted cash is generally minimized by the Company’s policy of investing in short-term financial instruments issued by financial institutions. The risk with respect to derivative
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Inventories
Components of inventory include raw materials, work-in-process, demonstration units and finished goods. Demonstration units include systems which are located in the Company’s demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in-transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer. All inventories are stated at the lower of cost and net realizable value. Cost is determined principally by the first-in, first-out method for a majority of subsidiaries and by average cost for certain other subsidiaries. The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful lives are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive income. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows:
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Estimated Useful Life |
Buildings |
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Machinery and equipment |
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Computer and fixtures |
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Furniture and fixtures |
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Leasehold improvements |
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Lesser of |
Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable.
The Company tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company determines the fair value of reporting units using a weighting of both the market and the income approach. The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information. Estimating the fair value of the reporting units requires significant judgment by management. The Company develops the significant assumptions in the discounted cash flow models by considering current market conditions and future expectations which may include new product and service developments, impact of competition, and future economic conditions. These estimates and assumptions represent a Level 3 measurement because they are supported by little or no market activity and reflect the Company’s assumptions in measuring fair value. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment charge is recognized for the amount by which the carrying value amount exceeds the reporting unit’s fair value up to the total amount of goodwill allocated to the reporting unit. During the year ended December 31, 2025, the Company recorded goodwill impairment losses for certain reporting units as disclosed in Note 6, Goodwill and Intangible Assets. The Company recorded no goodwill impairment for the years ended December 31, 2024, and 2023.
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Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows:
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Existing technology and related patents |
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Customer relationships |
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Trade names |
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On a quarterly basis, the Company reviews long-lived assets, including intangible assets with finite useful lives, to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded on long-lived assets used in operations 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. Impairment losses are charged to the consolidated statements of operations for the difference between the fair value and carrying value of the asset.
Based on the results of these analyses, the Company recorded impairment losses for certain intangible assets for the years ended December 31, 2025, and 2024 as disclosed in Note 6, Goodwill and Intangible Assets. The Company did not record any impairment losses on intangible assets for the year ended December 31, 2023.
Restructuring
Restructuring plans generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such plans. The Company has a history of providing benefits for employees in the case of involuntary termination. We record employee termination costs in accordance with Accounting Standards Codification (“ASC”) Topic 712, Compensation - Non-retirement and Post-employment Benefits, if we pay the benefits as part of an ongoing benefit arrangement, which includes benefits provided as part of our established severance policies or that we provide in accordance with international statutory requirements. Employee-related severance charges are reflected in the statements of operations in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated restructuring plan. Asset-related and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets, inventory write-downs, and other exit costs. Inventory write-downs may arise from facilities consolidation, strategic product portfolio decisions, or other instances that are specifically triggered by broader restructuring actions. Other costs also include restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring plan. Refer to Note 12, Restructuring for additional information regarding the Company’s restructuring plans.
Warranty Costs and Deferred Revenue
The Company typically provides a
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.
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The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of historical taxable income and income tax liability and projections for future taxable income over the periods in which the deferred tax assets are utilizable, we believe it is more likely than not that we will realize the net benefits of the deferred tax assets of our wholly owned subsidiaries, net of the recorded valuation allowance. In the event that actual results differ from our estimates, or we adjust our estimates in future periods, we may need to adjust or establish a valuation allowance, which could materially impact our consolidated financial position and results of operations.
Customer Advances
The Company commonly requires an advance deposit under the terms and conditions of contracts with customers. These deposits are recorded as a current or long-term liability until revenue is recognized on the specific contract.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The key elements of ASC 606 are: 1) identifying a contract with the customer; 2) identifying the performance obligations in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognizing revenue when (or as) each performance obligation is satisfied.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations, most commonly due to providing additional goods or services along with a system, such as installation, accessories, parts and services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service being provided to the customer. The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a standalone basis. Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach.
The Company’s performance obligations are typically satisfied at a point in time, most commonly either on shipment, or customer acceptance. Certain performance obligations, such as maintenance contracts and extended warranty, are recognized over time based on the contractual obligation period. In addition, certain arrangements to provide more customized deliverables may be satisfied over time based on the extent of progress towards completion. For performance obligations recognized over time, revenue is measured by progress toward completion of the performance obligation that reflects the transfer of control. Typically, progress is measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs upon completion as this best depicts the transfer of control to the customer. Application of the cost-to-cost method requires the Company to make reasonable estimates of the extent of progress toward completion and the total costs the Company expects to incur. Losses are recorded immediately when the Company estimates that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition.
The Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, the Company is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. For systems that require installation and where system revenue is recognized upon shipment, the standalone selling price of installation is deferred until customer acceptance. Revenue from accessories and parts is generally recognized based on shipment. Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranties, training, application support and on-demand services.
Revenues from instrument rental and reagent agreements provide customers with the right to use the Company’s instruments upon entering into multi-year agreements to purchase annual minimum amounts of reagents. These types of agreements include an embedded lease relating to the customer’s right to use the Company’s instruments over the period of the agreement. The agreement transaction price is allocated between the instrument and the reagents based on their relative standalone selling prices. When collectability of payments due is probable, reagent rental programs that effectively transfer control of instruments to customers are
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classified as sales-type leases and instrument revenue and cost of revenue are recognized upon the transfer of control to the customer which is often in advance of billings to the customer. The Company’s right to future consideration from reagent purchases under the agreement 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 amounted to less than
When products are sold through an independent distributor or a strategic distribution partner, the Company recognizes the system sale upon transfer of control which is typically on shipment. When the Company is responsible for installation, the standalone selling price of installation is deferred until customer acceptance. The Company’s distributors do not have price protection rights or rights of return; however, the Company’s products are typically warranted to be free from defect for a period of one year.
The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs in the consolidated statements of operations. Amounts billed to customers in connection with these costs are included in total revenues. When control of the goods transfers prior to the completion of the Company’s obligation to ship the products to its customers, the Company has elected the practical expedient to account for the shipping services as a fulfillment cost. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial. The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer.
The Company requires an advance deposit based on the terms and conditions of contracts with customers for many of its contracts. Typically, revenue is recognized within one year of receiving an advance deposit. Excluding reagent agreements, the Company does not have any material payment terms that extend beyond one year and there is minimal variable consideration included in the transaction price of the Company’s contracts.
Other revenues are primarily comprised of licensing arrangements recognized either when the licenses are provided or ratably over the contract term depending on the nature of the arrangement and freight revenue earned from the transportation of goods by air, land, or sea during the period. Other revenue is presented in service and other revenue in the consolidated statements of operations and amounted to less than
Contract Assets and Liabilities
Contract assets represent unbilled receivables when revenue recognized exceeds the amount billed to the customer, and the right to payment is not just subject to the passage of time. Contract assets typically result from system revenue recorded where a portion of the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer. Amounts may not exceed their net realizable value. Contract assets are generally classified as current.
Contract liabilities consist of customer advances, deferred revenue and billings in excess of revenue from contracts recognized on a cost-to-cost or cost-plus fixed fee basis. Contract liabilities are classified as current or long-term based on the timing of when the Company expects to recognize revenue. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.
Leases
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-use (“ROU”) assets with a corresponding lease liability. The Company has elected not to recognize on the consolidated balance sheets leases with an initial term of 12 months or less. Leases with an initial term of 12 months or less are directly expensed as incurred. Leases are classified as either operating or finance depending on the specific terms of the arrangement.
The Company’s leases mainly consist of facilities, office equipment, and vehicles. The majority of leases are classified as operating. The remaining lease term ranges from 2026 to 2043, with some leases including an option to extend the lease for varying periods of time or to terminate prior to the end of the lease term. Certain lease agreements contain provisions for future rent increases. Lease payments included in the measurement of the lease liability comprise fixed payments, future rent increases tied to an index or rate, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Future rent increases dependent on an index or rate are initially measured at the index or rate at the commencement date. The Company’s leases typically do not contain residual value guarantees.
At the commencement date, operating and finance lease liabilities, and their corresponding ROU assets, are recorded based on the present value of lease payments over the expected lease term. The lease term includes the non-cancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The interest rate implicit in lease
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Research and Development
Capitalized Software
Advertising
Stock-Based Compensation
The Company recognizes stock-based compensation expense in the consolidated statements of operations and comprehensive income based on the fair value of the share-based award at the grant date. The Company’s primary type of share-based compensation is restricted stock units. The Company also offers its employees the option to participate in its Employee Stock Purchase Plan as well as periodically awards stock options to its executive officers.
Compensation expense is amortized on a straight-line basis over the underlying vesting terms of the share-based award. Restricted stock units are periodically awarded to executive officers and other employees of the Company subject to a vesting period of to
Series A Mandatory Convertible Preferred Stock
The Company accounts for its Series A Mandatory Convertible Preferred Stock as permanent equity. Dividends on the Series A Mandatory Convertible Preferred Stock are accrued each period, whether or not declared by Bruker’s Board of Directors, at an annual rate of
Earnings (Loss) Per Share
Net income (loss) per common share attributable to Bruker Corporation common shareholders is calculated by dividing net income (loss) attributable to Bruker Corporation common shareholders, adjusted to reflect changes in the redemption value of the redeemable noncontrolling interest, by the weighted-average shares outstanding during the period. The diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to Bruker Corporation common shareholders by the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to outstanding
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Post-retirement Benefit Plans
The Company measures its benefit obligation and the fair value of plan assets as of December 31st each year. The Company recognizes the over-funded or under-funded status of defined benefit pension and other post-retirement defined benefit plans as an asset or liability, respectively, in its consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income. The Company determines the actuarial present value of the vested benefits to which the employees are entitled assuming employees’ expected date of separation of retirement is December 31st of the current year. The Company records pension service cost within cost of sales, selling, general and administrative, and research and development expenses according to the designated department of the pension eligible employees, while non-service-related pension costs are recorded within interest and other income (expense), net in the consolidated statements of operations. For the defined benefit pension plans, the Company uses a corridor approach to amortize actuarial gains and losses. Under this approach, net actuarial gains or losses in excess of ten percent of the larger of the projected benefit obligation or the fair value of plan assets are amortized over the average remaining service of active participants who are expected to receive benefits under the plans.
Foreign Currency
Equity-method investments
The Company accounts for investments in common stock under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee. Investments in equity-method investees are included within “Other long-term assets” in the consolidated balance sheets. The Company’s proportional share of the earnings or losses as reported by equity-method investees are classified as Equity in (losses) income of unconsolidated investees, net of tax in the consolidated statements of operations and comprehensive income. The Company records investments, including incremental investments, of common shares in equity-method investees at cost adjusted for the Company’s proportional share of earnings or losses. In the event the Company no longer has the ability to exercise significant influence over an equity-method investee, the Company would discontinue accounting for the investment under the equity method. The Company regularly evaluates these investments, which are not carried at fair value, for other-than-temporary impairment and records any impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other-than-temporary.
Minority investments
When the Company does not have control or the ability to exercise significant influence over an investee, it accounts for its minority investments in equity interests without a readily determinable fair value using the measurement alternative. The equity interest is initially recorded at cost. The carrying amount is subsequently remeasured to its fair value when observable price changes occur or it is impaired. Any adjustments to the carrying amount are recorded in earnings.
Any impairment charges related to minority investments are included in Interest and other income (expense), net in the consolidated statements of operations.
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Risks and Uncertainties
The Company is subject to risks common to its industry including, but not limited to, global economic conditions, including inflation, the threat of recession, rapid technological change, government and academic funding levels, uncertain economic conditions in the United States and abroad and additional tariffs, geopolitical uncertainties, changes in commodity prices, spending patterns of its customers, protection of its intellectual property, availability of key raw materials and components and other supply chain challenges, compliance with existing and future regulation by government agencies and fluctuations in foreign currency exchange rates and interest rates. Historically, the Company has higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which the Company believes is influenced by its customers’ budgeting cycles.
The Company has experienced supply chain interruptions as a result of general global economic conditions, including economic instability, a tight labor market and other factors including natural events and disasters. Various factors, including increased demand for certain components and production delays, are contributing to shortages of certain components used in the Company’s products and increased difficulties in the Company’s ability to obtain a consistent supply of materials at stable pricing levels. Supply shortages and longer lead teams for components used in the Company's products, including limited source components, have resulted and may continue to cause disruptions to the Company’s production activities, which has had and may continue to have an adverse effect on the Company’s financial condition or result of operations. These factors have impacted and may continue to impact the timing of the Company’s revenue, and have also resulted, and may continue to result in a delay of revenue, and an increase in manufacturing costs, all of which have adversely impacted and may continue to adversely impact the Company’s operating results.
Additionally, world events, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, have resulted in increasing global tensions and create uncertainty for global commerce. As a result of the adverse economic impacts resulting from the conflict between Russia and Ukraine, such as increased prices for and a reduced supply of key metals used in our products, the Company has ceased its Russian operations. Sustained or worsening global economic conditions and increasing inflation and geopolitical tensions have increased the Company's cost of doing business, impacted the Company’s supply chain operations, caused some of the Company’s customers to reduce or delay spending, and further intensified pricing pressures. Combined with increased inflation, potential energy shortages in Europe where the Company has significant operations, and overall higher energy and transportation costs, these factors have affected and may continue to affect the Company’s financial condition and results of operations.
The preparation of the consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The full extent to which the global supply chain interruptions, higher energy costs and shortages, the global economy, including inflation and the threat of recession, and geopolitical instability will directly or indirectly impact future business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee cost related amounts, will depend on future developments that are highly uncertain, including as a result of new developments concerning global supply chain and various global conflicts. The Company has made estimates of the impact of these disruptions within the financial statements and there may be changes to those estimates in future periods. Actual results may differ from management’s estimates if these results differ from historical experience.
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3. Recent Accounting Pronouncements
In November 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-09 – Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This new guidance refines the hedge accounting guidance in ASC 815 to better align financial reporting with the economic effects of an entity's risk management activities and to address implementation issues identified since prior hedge accounting. Specifically, the ASU provides improvements in the following five areas: (i) similar risk assessment of cash flow hedges, (ii) hedging forecasted interest payments on chose-your-rate debt instruments, (iii) cash flow hedges of nonfinancial forecasted transactions, (iv) net written options as hedging instruments, and (v) foreign currency-denominated debt instruments as a hedging instrument and hedged item. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06 – Intangibles, Goodwill, and other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This new guidance modernizes the accounting for internal-use software by removing references to prescriptive project stages and introducing a new capitalization threshold based on management’s commitment to funding and the probability of project completion. Entities are also required to evaluate significant development uncertainty before capitalizing costs. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The Company is evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.
In November 2024, the 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.
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4. Acquisitions
During the years ended December 31, 2025, and 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.
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 |
|
Other |
|
Total |
|
|||
Consideration Transferred: |
|
|
|
|
|
|
|
|||
Cash paid |
|
$ |
|
$ |
|
$ |
|
|||
Cash acquired |
|
|
( |
) |
|
( |
) |
|
( |
) |
Fair value of redeemable noncontrolling interest |
|
|
|
|
|
|
|
|||
Working capital and other closing adjustments |
|
|
|
|
|
|
|
|||
Total consideration transferred, net of cash acquired |
|
$ |
|
$ |
|
$ |
|
|||
Allocation of Consideration Transferred: |
|
|
|
|
|
|
|
|||
Accounts receivable |
|
$ |
|
$ |
|
$ |
|
|||
Inventories |
|
|
|
|
|
|
|
|||
Other current assets |
|
|
|
|
|
|
|
|||
Property, plant and equipment |
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|||
Intangible assets: |
|
|
|
|
|
|
|
|||
Technology |
|
|
|
|
|
|
|
|||
Customer relationships |
|
|
|
|
|
|
|
|||
Trade name |
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
|
|||
Deferred taxes (net) |
|
|
( |
) |
|
( |
) |
|
( |
) |
Liabilities assumed |
|
|
( |
) |
|
( |
) |
|
( |
) |
Total consideration allocated |
|
$ |
|
$ |
|
$ |
|
|||
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Table of Contents
The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:
|
Recipe |
Acquisition date |
|
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. This acquisition enhances Bruker's capabilities in small molecule clinical diagnostic assays with their existing kits, and ones to be developed, that can be used in our liquid chromatography triple-quadrupole mass spectrometers. |
Location |
Munich, Germany |
Percentage of voting equity interests acquired |
|
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 |
In the acquisition above, 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 as determined by the Company:
|
|
Recipe |
Intangible Asset — Technology |
|
|
Intangible Asset — Customer relationships |
|
|
Intangible Asset — Tradename |
|
The amortization period for the intangible assets acquired for the Company’s other acquisitions is three 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
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Table of Contents
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.
During the third quarter of 2025, the Company finalized its valuation of the assets acquired and liabilities assumed related to the Recipe acquisition within the measurement period, and no further material adjustments were made.
The Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements for certain other acquisitions that occurred in the fourth quarter of 2025. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates.
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 December 31, 2025, include revenues of $
Supplemental Pro Forma Information for 2025 acquired businesses (unaudited)
The consolidated results for the year ended December 31, 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.
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Table of Contents
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):
Acquisition (Segment) |
|
NanoString Technologies |
|
ELITechGroup (BSI CALID) |
|
Chemspeed Technologies |
|
Other |
|
Total |
|
|||||
Consideration Transferred: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash paid |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Cash acquired |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Fair value of contingent consideration |
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital and other closing adjustments |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total consideration transferred, net of cash acquired |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Allocation of Consideration Transferred: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other current assets |
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|||||
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|||||
Customer relationships |
|
|
|
|
|
|
|
|
|
|
|
|||||
Backlog |
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade name |
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred taxes (net) |
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
Liabilities assumed |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Total consideration allocated |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
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Table of Contents
Acquisitions material to the Company’s financial statements
The table below summarizes information on acquisitions material to the Company’s financial statements in 2024:
|
NanoString Technologies |
ELITechGroup |
Chemspeed Technologies |
Acquisition date |
|||
Activity of acquired business |
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. |
Location |
Washington, U.S.A. |
Various - Primarily Torino, Italy and Washington and Utah, U.S.A. |
Füllinsdorf, Switzerland |
Percentage of voting equity interests acquired |
|||
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 $ |
Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l, and Eliman 2 S.à r.l, and their |
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:
|
|
NanoString Technologies |
|
ELITechGroup |
|
Chemspeed Technologies (a) |
Intangible Asset — Technology |
|
|
|
|||
Intangible Asset — Tradenames |
|
|
|
|||
Intangible Asset — Customer relationships |
|
|
|
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Table of Contents
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.
During 2024, subsequent to the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed, as a result of the finalization of the contractual net working capital adjustment, for ELITechGroup, the Company recorded an immaterial measurement period adjustment to the carrying amount of goodwill. For Chemspeed, the Company recorded certain immaterial measurement period adjustments related to the provisional amounts recorded for accounts receivable, inventory, deferred revenue, intangible assets and goodwill related to updates to the Company’s valuation and other assumptions. For NanoString, the Company recorded certain measurement period adjustments primarily relating to the provisional amounts recorded for intangible assets and goodwill related to updates to the Company’s valuation and other assumptions. These measurement period adjustments resulted in a decrease to technology intangible assets of $
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 |
|
Total |
|
|
Cash |
|
||
Nion, LLC |
|
January 2, 2024 |
|
BSI NANO |
|
$ |
|
|
$ |
|
||
Spectral Instruments Imaging LLC |
|
February 1, 2024 |
|
BSI BBIO |
|
|
|
|
|
|
||
Other (In aggregate) |
|
Various |
|
Various |
|
|
|
|
|
|
||
|
|
|
|
|
|
$ |
|
|
$ |
|
||
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.
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Table of Contents
The table below summarizes information on certain of the Company’s other acquisitions in 2024:
|
Nion, LLC |
Spectral Instruments Imaging LLC |
Activity of acquired business |
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. |
Location |
Washington, U.S.A. |
Arizona, U.S.A. |
Percentage of voting equity interests acquired |
||
Business/technology acquired |
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 $ |
Cash consideration is subject to adjustments of up to $ |
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) |
|
Spectral Instruments Imaging LLC |
Intangible Asset — Technology |
|
|
||
Intangible Asset — Tradenames |
|
|
not applicable |
|
Intangible Asset — Customer relationships |
|
|
The amortization period for the intangible assets acquired for the Company’s other acquisitions is to
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 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 made.
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 $
2023 Acquisitions
During the year ended December 31, 2023, the Company completed various acquisitions that collectively complement the product offerings of the Company’s existing businesses. One of these acquisitions was the acquisition of
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Table of Contents
Supplemental Pro Forma Information (unaudited)
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, 2023 (in millions):
|
|
Year Ended |
|
|
Year Ended |
|
||||||||||||||||||
|
|
Before Adjustments |
|
|
Pro forma |
|
|
After Adjustments |
|
|
Before Adjustments |
|
|
Pro forma |
|
|
After Adjustments |
|
||||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The revenue and net income (loss) results for all 2024 acquisitions are included in the consolidated financial statements for the year ended December 31, 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):
|
|
Year Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net (increase) in amortization and depreciation expense associated with tangible and intangible assets |
|
$ |
( |
) |
|
$ |
( |
) |
Net (increase) in interest expense |
|
|
( |
) |
|
|
( |
) |
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.
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Table of Contents
5. Minority and Equity-method Investments
2025
As of December 31, 2025, the aggregate amount of equity investments without readily determinable fair value using the measurement alternative is $
Name |
|
Financial |
|
Date Acquired |
|
Total |
|
|
Cash |
|
||
|
Other long-term assets |
|
Various |
|
$ |
|
|
$ |
|
|||
During the year ended December 31, 2025, the Company revalued the put option liability related to the potential obligation to acquire the remaining equity interests in NovAliX using the discounted cash flow method. The fair value of the liability was estimated to be $
The fair value measurement of the liability included significant unobservable inputs as follows:
Instrument |
Valuation Technique |
Unobservable Input |
Value |
Equity interest purchase option liability |
Discounted Cash Flow |
Revenue Risk Premium |
|
|
|
EBITDA Risk Premium |
During the year ended December 31, 2025, the Company identified qualitative indicators of impairment for certain minority investments which are accounted for under the measurement alternative. Such qualitative indicators of impairment included an updated assessment of the investee’s remaining operating cash runway, the likelihood and ability to raise additional capital, and current business plans. The Company determined the fair value of these investments to be below their carrying amounts, as a result, the Company recorded impairment charges of $
2024
As of December 31, 2024, the aggregate amount of equity investments without a readily determinable fair value using the measurement alternative was $
Name |
|
Financial |
|
Date Acquired |
|
Total |
|
|
Cash |
|
||
NovAliX |
|
Other long-term assets |
|
July 31, 2024 |
|
$ |
|
|
$ |
|
||
Other minority investments |
|
Other long-term assets |
|
Various |
|
|
|
|
|
|
||
|
|
|
|
|
|
$ |
|
|
$ |
|
||
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
87
Table of Contents
The fair value measurement of the liability included significant unobservable inputs as follows:
Instrument |
Valuation Technique |
Unobservable Input |
Value |
Equity interest purchase option liability |
Discounted Cash Flow |
Revenue Risk Premium |
|
|
|
EBITDA Risk Premium |
During the year ended December 31, 2024, the Company recognized $
6. Goodwill and Intangible Assets
Goodwill
The following table sets forth the changes in the carrying amount of goodwill by segment (in millions):
|
|
BSI BioSpin |
|
|
BSI CALID |
|
|
BSI NANO |
|
|
BEST |
|
|
Total |
|
|||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current period additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency impact |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current period additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current period impairment charges |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Current period adjustments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Foreign currency impact |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The Company tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Due to the operating performance of certain reporting units subsequent to their acquisition and the underlying macroeconomic conditions and uncertainties that existed during the third quarter of 2025, and as of September 30, 2025, the Company concluded that it was more likely than not that the fair value of
The results of the valuation indicated that the carrying amount of the Bruker Spatial Biology (“BSB”) reporting unit within the Company’s BSI NANO Segment and Automation (“AUT”) reporting unit within the Company’s BSI BioSpin Segment exceeded their fair value. The other two reporting units that were tested for impairment during the third quarter of 2025 passed the impairment test with significant headroom. As a result, during the third quarter of 2025, the Company recorded a goodwill impairment charge of $
88
Table of Contents
The Company will continue to monitor these circumstances, such as current macroeconomic conditions and uncertainties described below. If there are any factors that drive changes to key assumptions in our valuation inputs and if the fair value of any of the Company’s reporting units declines below the carrying value in the future, additional goodwill impairment charges may be incurred.
Intangible Assets
The following is a summary of intangible assets (in millions):
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||
|
|
Gross |
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
Net |
|
||||||
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
||||||
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
||||||
Existing technology and related patents (a) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trade names (b) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
For the years ended December 31, 2025, 2024 and 2023, the Company incurred amortization expense of $
The estimated future amortization expense related to amortizable intangible assets is as follows (in millions):
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
On a quarterly basis, the Company reviews its 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. Impairment costs are recorded in total cost of revenue and total operating expenses in the consolidated statements of operations for the difference between the fair value and carrying value of the asset. During the year ended December 31, 2025, the Company identified indicators of impairment due to the operating performance of certain asset groups, the decision to discontinue certain tradenames and product lines due to restructurings plans as described in Note 12, Restructuring as well as due the Company’s annual strategic planning process, and the underlying macroeconomic conditions and uncertainties discussed herein. In connection therewith, the Company determined that certain long-lived assets had net carrying values that were not recoverable. During the year ended
89
Table of Contents
December 31, 2025, the Company recognized impairment charges of $
During the year ended December 31, 2024, the Company recorded an immaterial impairment charge for one of its technology intangible assets in connection with a global restructuring program announced in April 2024.
T
BSI BioSpin |
|
|
|
|
Existing technology and related patents |
|
$ |
|
|
Customer relationships |
|
|
|
|
Total BSI BioSpin |
|
|
|
|
BSI CALID |
|
|
|
|
Existing technology and related patents |
|
|
|
|
Customer relationships |
|
|
|
|
Trade names |
|
|
|
|
Total BSI CALID |
|
|
|
|
BSI NANO |
|
|
|
|
Existing technology and related patents |
|
|
|
|
Customer relationships |
|
|
|
|
Trade names |
|
|
|
|
Total BSI NANO |
|
|
|
|
Total impairment charges |
|
$ |
|
|
Current macroeconomic conditions and uncertainties, including inflationary pressures, changes to trade and tariff policies, customs duties imposed or that may be imposed by the current presidential administration in the U.S., delays and disruption in U.S. academic institutions funding for high-end research instrumentation used in academic and medical research, delays in the release of Chinese government stimulus spending, 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 continue to adversely impact the fair value of our reporting units and cause the Company to record additional impairment charges for goodwill, intangible assets, and other long-lived assets. The Company continuously monitors 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.
7. Revenue
The following table presents the Company’s revenue by end customer geography for the years ended December 31 (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Germany |
|
|
|
|
|
|
|
|
|
|||
Europe excluding Germany |
|
|
|
|
|
|
|
|
|
|||
China |
|
|
|
|
|
|
|
|
|
|||
Asia Pacific excluding China |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
90
Table of Contents
The following table presents revenue for the Company recognized at a point in time versus over time for the years ended December 31 (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Revenue recognized at a point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Revenue recognized over time |
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
For the years ended December 31 (in millions) the following balances were associated with revenue:
|
|
2025 |
|
|
2024 |
|
||
Contract assets |
|
$ |
|
|
$ |
|
||
Contract liabilities (a) |
|
|
|
|
|
|
||
Remaining performance obligations (b) |
|
$ |
|
|
$ |
|
||
Shipping and handling costs were $
8. Business Segment Information
The Company's 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.
91
Table of Contents
The following tables present segment results for the years ended December 31, 2025, 2024 and 2023 (in millions):
|
|
Year Ended |
|
|||||||||||||||||
|
|
BSI BioSpin |
|
|
BSI CALID |
|
|
BSI NANO |
|
|
BEST |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total segment revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reconciliation of Total operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate, elimination and other (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unallocated expenses (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total consolidated operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest and other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes, equity in (losses) income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
Year Ended |
|
|||||||||||||||||
|
|
BSI BioSpin |
|
|
BSI CALID |
|
|
BSI NANO |
|
|
BEST |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total segment revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reconciliation of Total operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate, elimination and other (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unallocated expenses (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total consolidated operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest and other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
92
Table of Contents
|
|
Year Ended |
|
|||||||||||||||||
|
|
BSI BioSpin |
|
|
BSI CALID |
|
|
BSI NANO |
|
|
BEST |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total segment revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reconciliation of Total operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate, elimination and other (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
Unallocated expenses (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total consolidated operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest and other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
Refer to Note 7, Revenue for information on revenue by geographical area.
Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Capital Expenditures: |
|
|
|
|
|
|
|
|
|
|||
BSI BioSpin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
BSI CALID |
|
|
|
|
|
|
|
|
|
|||
BSI NANO |
|
|
|
|
|
|
|
|
|
|||
BEST |
|
|
|
|
|
|
|
|
|
|||
Corporate |
|
|
|
|
|
|
|
|
|
|||
Total capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Depreciation and Amortization: |
|
|
|
|
|
|
|
|
|
|||
BSI BioSpin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
BSI CALID |
|
|
|
|
|
|
|
|
|
|||
BSI NANO |
|
|
|
|
|
|
|
|
|
|||
BEST |
|
|
|
|
|
|
|
|
|
|||
Corporate |
|
|
|
|
|
|
|
|
|
|||
Total depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|||
93
Table of Contents
Long-lived assets (which include property, plant and equipment, net and operating lease right of use assets) by geographical area are as follows for the years ended December 31, (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Germany |
|
$ |
|
|
$ |
|
|
$ |
|
|||
United States |
|
|
|
|
|
|
|
|
|
|||
Switzerland |
|
|
|
|
|
|
|
|
|
|||
Europe excluding Germany and Switzerland |
|
|
|
|
|
|
|
|
|
|||
Asia Pacific |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total long-lived assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total assets by segment are as follows for the years ended December 31, (in millions):
|
|
2025 |
|
|
2024 |
|
||
BSI BioSpin, BSI CALID, BSI NANO & Corporate |
|
$ |
|
|
$ |
|
||
BEST |
|
|
|
|
|
|
||
Eliminations and other (a) |
|
|
( |
) |
|
|
( |
) |
Total assets |
|
$ |
|
|
$ |
|
||
The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets by the BSI BioSpin, BSI CALID, and BSI NANO Segments, as well as the Corporate function. Additionally, the Company’s chief operating decision maker does not receive long-lived asset information individually by these reportable segments and Corporate.
9. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted weighted average shares outstanding and associated net income (loss) per common share attributable to Bruker Corporation common shareholders (in millions, except per share amounts):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net (loss) income attributable to Bruker Corporation |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Dividends on Series A Mandatory Convertible Preferred Stock |
|
|
|
|
|
|
|
|
|
|||
Net (loss) income attributable to Bruker Corporation common shareholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding - basic |
|
|
|
|
|
|
|
|
|
|||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|||
Stock options, restricted stock units, and employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|||
Series A Mandatory Convertible Preferred Stock |
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding - diluted |
|
|
|
|
|
|
|
|
|
|||
Net (loss) income per common share attributable to Bruker Corporation |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Due to the Company reporting a net loss for the year ended December 31, 2025, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been antidilutive if included in the calculation.
94
Table of Contents
The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive (in millions of shares):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Stock options, restricted stock units, and employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|||
Series A Mandatory Convertible Preferred Stock |
|
|
|
|
|
|
|
|
|
|||
10. Post-retirement Benefit Plans
Defined Contribution Plans
The Company sponsors various defined contribution plans that cover certain domestic and international employees. The Company may make contributions to these plans at its discretion. The Company contributed $
Defined Benefit Plans
Substantially all of the Company’s employees in Switzerland, France, Japan, and Thailand, as well as certain employees in Germany, and Italy, are eligible to be covered by Company-sponsored defined benefit pension plans. Retirement benefits are generally earned based on years of service and compensation during active employment. Eligibility is generally determined in accordance with local statutory requirements, however, the level of benefits and terms of vesting varies among plans.
The following amounts were recognized in the accompanying consolidated balance sheets for the Company’s defined benefit plans (in millions):
|
|
2025 |
|
|
2024 |
|
||
Current liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
Non-current liabilities |
|
|
( |
) |
|
|
( |
) |
Net benefit obligation |
|
$ |
( |
) |
|
$ |
( |
) |
95
Table of Contents
The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows (in millions):
|
|
2025 |
|
|
2024 |
|
||
Change in benefit obligation: |
|
|
|
|
|
|
||
Benefit obligation at beginning of year |
|
$ |
|
|
$ |
|
||
Service cost |
|
|
|
|
|
|
||
Interest cost |
|
|
|
|
|
|
||
Plan participant contributions |
|
|
|
|
|
|
||
Plan amendments |
|
|
|
|
|
|
||
Plan settlements |
|
|
( |
) |
|
|
( |
) |
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Actuarial (gain) loss |
|
|
( |
) |
|
|
|
|
Premiums paid |
|
|
( |
) |
|
|
( |
) |
Plan combinations / acquisitions |
|
|
|
|
|
|
||
Impact of foreign currency exchange rates |
|
|
|
|
|
( |
) |
|
Benefit obligation at end of year |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Change in plan assets: |
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year |
|
$ |
|
|
$ |
|
||
Return on plan assets |
|
|
|
|
|
|
||
Plan participant and employer contributions |
|
|
|
|
|
|
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Plan settlements |
|
|
( |
) |
|
|
( |
) |
Premiums paid |
|
|
( |
) |
|
|
( |
) |
Plan combinations / acquisitions |
|
|
|
|
|
|
||
Impact of foreign currency exchange rates |
|
|
|
|
|
( |
) |
|
Fair value of plan assets at end of year |
|
|
|
|
|
|
||
Net under-funded status |
|
$ |
( |
) |
|
$ |
( |
) |
The actuarial gain compared to the prior year actuarial loss was attributable to changes in key actuarial assumptions, primarily a higher discount rate for the Company’s pension plan in Switzerland. The accumulated benefit obligation for the defined benefit pension plans is $
The following pre-tax amounts were recognized in accumulated other comprehensive income for the Company’s defined benefit plans (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Reconciliation of amounts recognized in the consolidated balance sheets: |
|
|
|
|
|
|
|
|
|
|||
Prior service (cost) credit |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Net actuarial loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated contributions less than net periodic benefit cost |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net amount recognized |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The amount in accumulated other comprehensive income at December 31, 2025, expected to be recognized as amortization of net gain within net periodic benefit cost in 2026 is $
96
Table of Contents
The components of net periodic benefit costs included in the accompanying consolidated statements of operations were as follows (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Components of net periodic benefit costs: |
|
|
|
|
|
|
|
|
|
|||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
||||
Net periodic benefit costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The assumptions used to determine the net periodic benefit costs and the projected benefit obligations are as follows:
2025 |
|
Japan |
|
|
France |
|
|
Switzerland |
|
|
Germany |
|
|
Italy |
|
|||||
Annual discount rate—defined benefit obligation |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Annual discount rate—defined benefit cost |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Expected return on plan assets |
|
not applicable |
|
|
|
% |
|
|
% |
|
not applicable |
|
|
not applicable |
|
|||||
Expected rate of compensation increase |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2024 |
|
Japan |
|
|
France |
|
|
Switzerland |
|
|
Germany |
|
|
Italy |
|
|||||
Annual discount rate—defined benefit obligation |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Annual discount rate—defined benefit cost |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Expected return on plan assets |
|
not applicable |
|
|
|
% |
|
|
% |
|
not applicable |
|
|
not applicable |
|
|||||
Expected rate of compensation increase |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2023 |
|
Japan |
|
|
France |
|
|
Switzerland |
|
|
Germany |
|
|
Italy (a) |
|
|||||
Annual discount rate—defined benefit obligation |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
not applicable |
|
|||||
Annual discount rate—defined benefit cost |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
not applicable |
|
|||||
Expected return on plan assets |
|
not applicable |
|
|
|
% |
|
|
% |
|
not applicable |
|
|
not applicable |
|
|||||
Expected rate of compensation increase |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
not applicable |
|
|||||
To determine the expected long-term rate of return on pension plan assets, the Company considers current asset allocations, as well as historical and expected returns on various asset categories of plan assets. For the defined benefit pension plans, the Company applies the expected rate of return to a market-related value of assets, which stabilizes variability in assets to which the expected return is applied.
97
Table of Contents
Asset Allocations by Asset Category
The fair value of the Company’s pension plan assets by asset category and by level in the fair value hierarchy, is as follows (in millions):
December 31, 2025 |
|
Total |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Plan Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Swiss Pension Plan assets (a) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total plan assets |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2024 |
|
Total |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Plan Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Swiss Pension Plan assets (a) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total plan assets |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Contributions and Estimated Future Benefit Payments
The estimated future benefit payments are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2025.
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031-2035 |
|
$ |
|
98
Table of Contents
11. Other Charges, Net
The components of Other charges, net, were as follows (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Acquisition-related expenses, net (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Acquired in-process research and development expenses |
|
|
|
|
|
|
|
|||||
Acquisition-related litigation charges |
|
|
|
|
|
|
|
|
|
|||
Acquisition-related hybrid liability adjustments (b) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Restructuring charges |
|
|
|
|
|
|
|
|
|
|||
-lived asset impairment charges |
|
|
|
|
|
|
|
|
|
|||
Information technology transformation costs (c) |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Other charges, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
12. Restructuring
The following table presents total restructuring costs by segment as included within the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
||||
BSI BioSpin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
BSI CALID |
|
|
|
|
|
|
|
|
|
|||
BSI NANO |
|
|
|
|
|
|
|
|
|
|||
BEST |
|
|
|
|
|
|
|
|||||
Total Cost of revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|||
: |
|
|
|
|
|
|
|
|
|
|||
BSI BioSpin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
BSI CALID |
|
|
|
|
|
|
|
|
|
|||
BSI NANO |
|
|
|
|
|
|
|
|
|
|||
BEST |
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
||||
Total Other charges, net |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
99
Table of Contents
The following table sets forth the changes in the total restructuring reserves excluding costs of $
|
|
Total |
|
|
Severance |
|
|
Exit Costs |
|
|||
Balance at December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Acquired |
|
|
|
|
|
|
|
|
|
|||
Foreign currency impact |
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency impact |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-cash adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign currency impact |
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Corporate wide restructuring plan: In the second quarter of 2024, the Company initiated a global corporate-wide restructuring plan to reduce personnel costs affecting the BSI BioSpin, BSI NANO and BSI CALID Segments, and in the second quarter of 2025, the Company initiated a corporate-wide restructuring plan to be implemented across multiple functions and geographies to address macroeconomic conditions and uncertainties challenges, drive cost efficiencies and margin improvements, as well as to address lower demand levels in certain of the Company’s our product offerings (together the “corporate-wide restructuring plan”). The corporate-wide restructuring plan includes a reduction in headcount, consolidation of leased facilities, and discontinuation of certain product offerings. The corporate-wide restructuring plan is expected to be completed during 2026.
100
Table of Contents
The following table summarizes the charges incurred in connection with the corporate-wide restructuring plan by reportable segment for the years ended December 31, (in millions):
|
|
2025 |
|
|
2024 |
|
||
BSI BioSpin |
|
|
|
|
|
|
||
Severance and termination charges |
|
$ |
|
|
$ |
|
||
Inventory product restructuring charges |
|
|
|
|
|
|||
Other restructuring charges |
|
|
|
|
|
|||
Total BSI BioSpin |
|
|
|
|
|
|
||
BSI CALID |
|
|
|
|
|
|
||
Severance and termination charges |
|
|
|
|
|
|
||
Inventory product restructuring charges |
|
|
|
|
|
|||
Other restructuring charges |
|
|
|
|
|
|||
Total BSI CALID |
|
|
|
|
|
|
||
BSI NANO |
|
|
|
|
|
|
||
Severance and termination charges |
|
|
|
|
|
|
||
Inventory product restructuring charges |
|
|
|
|
|
|||
Other restructuring charges |
|
|
|
|
|
|||
Total BSI NANO |
|
|
|
|
|
|
||
BEST |
|
|
|
|
|
|
||
Severance and termination charges |
|
|
|
|
|
|||
Inventory product restructuring charges |
|
|
|
|
|
|||
Total BEST |
|
|
|
|
|
|||
Corporate |
|
|
|
|
|
|
||
Severance and termination charges |
|
|
|
|
|
|||
Total Corporate |
|
|
|
|
|
|||
Total Corporate wide restructuring charges (a) |
|
$ |
|
|
$ |
|
||
Bruker Cellular Analysis or BCA restructuring plan: In October 2023, the Company announced a restructuring plan associated with BCA (formerly PhenomeX), a component of the BSI NANO reportable segment, to optimize costs and to facilitate integration efforts. The restructuring plan included a reduction in headcount, consolidation of leased facilities, and a planned change in future product offerings.
The charges incurred by the Company in connection with the Bruker Cellular Analysis restructuring plan are summarized in the following table (in millions):
|
|
2025 |
|
|
2024 |
|
||
Severance and termination charges (a) |
|
$ |
|
|
$ |
|
||
Product restructuring costs due to scrapping of expired or expiring inventory |
|
|
|
|
|
|||
Impairment charge against operating lease right of use assets |
|
$ |
|
|
$ |
|
||
Other restructuring plans carried by the BSI NANO, BSI BioSpin, BSI CALID and Corporate segments in 2025 and 2024 were not material.
101
Table of Contents
13. Interest and Other Expense, Net
The components of interest and other expense, net, were as follows (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Impairment of minority investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Exchange gains (losses), net on foreign currency transactions |
|
|
|
|
|
|
|
|
( |
) |
||
Gain on settlement of interest rate swap agreement (a) |
|
|
|
|
|
|
|
|
|
|||
Defined benefit pension components, excluding service cost |
|
|
|
|
|
|
|
|
( |
) |
||
Other income (expense) |
|
|
( |
) |
|
|
|
|
|
|
||
Interest and other expense, net |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
14. Income Taxes
The following table presents the domestic and foreign components of (loss) income before income taxes for the years ended December 31 (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Domestic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|||
Total income before provision for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table presents the components of the income tax provision for the years ended December 31 (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Current income tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
$ |
|
|
$ |
|
|
$ |
|
|||
State |
|
|
|
|
|
|
|
|
|
|||
Foreign |
|
|
|
|
|
|
|
|
|
|||
Total current income tax expense |
|
|
|
|
|
|
|
|
|
|||
Deferred income tax (benefit) expense: |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
State |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total deferred income tax benefit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax provision |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company adopted ASU No. 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures, for the year ended December 31, 2025, on a prospective basis and it elected to present the effects of cross-border tax laws net of the related U.S. tax credits for the tabular rate reconciliation required by this ASU.
102
Table of Contents
The following table presents a reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025, in accordance with the guidance per ASU 2023-09 (in millions):
|
|
Amount |
|
|
Percent |
|
||
U.S. federal statutory tax rate |
|
$ |
|
|
|
% |
||
State and local income tax, net of federal (national) income tax effect (a) |
|
|
( |
) |
|
|
( |
)% |
Foreign tax effects |
|
|
|
|
|
|
||
Germany |
|
|
|
|
|
|
||
Statutory tax rate difference between Germany and United States |
|
|
( |
) |
|
|
( |
)% |
Contingent liability |
|
|
( |
) |
|
|
( |
)% |
Other local taxes |
|
|
|
|
|
% |
||
Other |
|
|
( |
) |
|
|
( |
)% |
Luxembourg |
|
|
|
|
|
|
||
Changes in valuation allowance |
|
|
( |
) |
|
|
( |
)% |
Restructuring |
|
|
( |
) |
|
|
( |
)% |
Other |
|
|
|
|
|
% |
||
Malaysia |
|
|
|
|
|
|
||
Statutory tax rate difference between Malaysia and United States |
|
|
( |
) |
|
|
( |
)% |
Pillar two |
|
|
|
|
|
% |
||
Tax holiday |
|
|
( |
) |
|
|
( |
)% |
Withholding taxes |
|
|
|
|
|
% |
||
Other |
|
|
( |
) |
|
|
( |
)% |
Switzerland |
|
|
|
|
|
|
||
Statutory tax rate difference between Switzerland and United States |
|
|
|
|
|
% |
||
R&D credits |
|
|
( |
) |
|
|
( |
)% |
Tax impact on repatriation |
|
|
|
|
|
% |
||
Goodwill impairment |
|
|
|
|
|
% |
||
Other local taxes |
|
|
|
|
|
% |
||
Other |
|
|
|
|
|
% |
||
Other jurisdictions |
|
|
|
|
|
% |
||
Effect of cross-border tax laws |
|
|
|
|
|
|
||
Global intangible low-taxed income, net of foreign tax credits |
|
|
|
|
|
% |
||
Other, net of foreign tax credits |
|
|
( |
) |
|
|
( |
)% |
Tax credits |
|
|
|
|
|
|
||
R&D credits |
|
|
( |
) |
|
|
( |
)% |
Other |
|
|
( |
) |
|
|
( |
)% |
Changes in valuation allowances |
|
|
|
|
|
% |
||
Nontaxable or nondeductible items |
|
|
|
|
|
|
||
Contingent liability |
|
|
|
|
|
% |
||
Share based compensation |
|
|
|
|
|
% |
||
Other |
|
|
|
|
|
% |
||
Changes in unrecognized tax benefits |
|
|
|
|
|
% |
||
Effective tax rate |
|
$ |
|
|
|
% |
||
103
Table of Contents
The following table presents a reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31 (in millions):
|
|
2024 |
|
|
2023 |
|
||
Statutory tax rate |
|
|
% |
|
|
% |
||
Foreign tax rate differential |
|
|
% |
|
|
% |
||
Permanent differences |
|
|
% |
|
|
% |
||
Contingent liability |
|
|
% |
|
|
|
||
U.S. tax on foreign earnings |
|
|
% |
|
|
% |
||
Stock compensation |
|
|
( |
)% |
|
|
( |
)% |
Tax contingencies |
|
|
% |
|
|
|
||
Change in tax rates |
|
|
( |
)% |
|
|
% |
|
Repatriation of foreign earnings |
|
|
% |
|
|
% |
||
State income taxes, net of federal benefits |
|
|
( |
)% |
|
|
( |
)% |
Research and development credits |
|
|
( |
)% |
|
|
( |
)% |
Tax impact on bargain purchase gain |
|
|
% |
|
|
( |
)% |
|
Return to provision adjustments |
|
|
% |
|
|
% |
||
Withholding taxes and other taxes |
|
|
% |
|
|
|
||
Other |
|
|
% |
|
|
( |
)% |
|
Change in valuation allowance |
|
|
% |
|
|
% |
||
Effective tax rate |
|
|
% |
|
|
% |
||
The tax effect of temporary items that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in millions):
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Accrued expenses |
|
$ |
|
|
$ |
|
||
Compensation |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Section 174 capitalization |
|
|
|
|
|
|
||
Disallowed interest carryforwards |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
|
|
|
|
|
||
Foreign tax and other tax credit carryforwards |
|
|
|
|
|
|
||
Unrealized currency gain/loss |
|
|
|
|
|
|
||
Inventory |
|
|
|
|
|
|
||
Hedge unrealized FX gain/loss |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Gross deferred tax assets |
|
|
|
|
|
|
||
Less valuation allowance |
|
|
( |
) |
|
|
( |
) |
Total deferred tax assets |
|
|
|
|
|
|
||
Deferred tax liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Fixed assets |
|
|
|
|
|
|
||
Foreign patent reserves |
|
|
|
|
|
|
||
Intangibles |
|
|
|
|
|
|
||
Accrued expenses |
|
|
|
|
|
|
||
Accrued withholding tax |
|
|
|
|
|
|
||
Right-of-use asset |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total deferred tax liabilities |
|
|
|
|
|
|
||
Net deferred tax assets |
|
$ |
|
|
$ |
|
||
104
Table of Contents
The Company uses the liability method to account for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting period. Deferred income taxes are based on enacted tax laws and statutory tax rates applicable for the period in which these differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the expected realizable amounts.
The Company can only recognize a deferred tax asset to the extent it is more likely than not that these assets will be realized. Judgments around realizability depend on the availability and weight of both positive and negative evidence. Changes in the valuation allowance for deferred tax assets were as follows (in millions):
Balance at December 31, 2022 |
|
$ |
|
|
Increases recorded as an expense to income tax provision |
|
|
|
|
Balance at December 31, 2023 |
|
|
|
|
Increases recorded as an expense to income tax provision |
|
|
|
|
Increases recorded through purchase accounting |
|
|
|
|
Balance at December 31, 2024 |
|
|
|
|
Increases recorded as an expense to income tax provision |
|
|
|
|
Increases recorded through purchase accounting |
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
During 2025, the Company recorded a valuation allowance of $
As of December 31, 2025, the Company had approximately $
At December 31, 2025, the Company recorded state income and foreign withholding taxes on the cash and liquid assets portion of the unremitted earnings and profits (“E&P”) of foreign subsidiaries expected to be repatriated to the United States, except for amounts from certain subsidiaries, which the Company has asserted to be indefinitely reinvested. If the E&P is distributed to the United States in the form of dividends, the Company would likely be subject to additional withholding tax. The Company estimates the amount of unrecognized deferred withholding taxes on the undistributed E&P to be approximately $
105
Table of Contents
The Company had gross unrecognized tax benefits, excluding interest, of approximately $
The following table presents a reconciliation of the Company’s gross unrecognized tax benefits (in millions):
Gross unrecognized tax benefits at December 31, 2022 |
|
$ |
|
|
Gross decreases—tax positions in prior periods |
|
|
( |
) |
Gross increases—current period tax positions |
|
|
|
|
Gross unrecognized tax benefits at December 31, 2023 |
|
|
|
|
Gross decreases—tax positions in prior periods |
|
|
( |
) |
Gross increases—current period tax positions |
|
|
|
|
Gross unrecognized tax benefits at December 31, 2024 |
|
|
|
|
Gross increases—tax positions in prior periods |
|
|
|
|
Gross increases—current period tax positions |
|
|
|
|
Gross increases—tax audit in prior periods |
|
|
|
|
Reduction related to audit settlements |
|
|
( |
) |
Gross unrecognized tax benefits at December 31, 2025 |
|
$ |
|
The Company’s policy is to include accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense. At December 31, 2025 and 2024, the Company had approximately $
The Company files tax returns in the United States, which includes 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 Company has been subject to tax examinations with the German taxing authorities for the years 2013-2017, and with other various taxing authorities for the years 2013-2023.
The following table presents cash paid for taxes (net of refunds) by jurisdiction for the year ended December 31, 2025 (in millions):
Federal taxes |
|
|
|
|
United States |
|
$ |
|
|
State taxes |
|
|
|
|
Other state jurisdictions |
|
|
|
|
Foreign taxes |
|
|
|
|
Germany |
|
|
|
|
Other foreign jurisdictions |
|
|
|
|
Total cash taxes paid |
|
$ |
|
|
In connection with the TCJA of 2017, the Company recorded a toll charge liability of $
106
Table of Contents
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive (“Pillar Two”), which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation. The Company’s income tax provision reflects enacted legislation as of December 31, 2025, and guidance related to the model rules. Subsequent to the Company’s year end, and not included in its provision, is the impact of the OECD announcement on January 5, 2026, that a side-by-side agreement was reached with member countries creating safe harbors to exempt U.S. multi-nationals from certain taxes under Pillar Two by recognizing the U.S. tax system as a compatible domestic minimum tax regime. The Company will continue to monitor further developments to determine any potential impact in the countries in which we operate, such as the recently issued administrative guidance on the side-by-side system that will fully exclude U.S. parented groups from certain provisions of the Pillar Two Framework.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes significant changes to U.S. corporate tax provisions of the Tax Cuts and Jobs Act. Notably, it allows an immediate deduction for domestic research and development expenditures, reinstates 100% bonus depreciation, and modifies the international tax framework. The legislation has multiple effective dates, with certain provisions effective starting in 2025 and others in the subsequent years. The OBBBA had an immaterial impact on the Company's financial statements for the year ended December 31, 2025.
On July 18, 2025, the German Federal Council enacted legislation to gradually reduce the corporate income tax rate from
15. Inventories
Inventories consisted of the following (in millions):
|
|
2025 |
|
|
2024 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Demonstration units |
|
|
|
|
|
|
||
Total Inventories |
|
$ |
|
|
$ |
|
||
16. Other Current and Long-term Assets
Other current assets consisted of the following (in millions):
|
|
December 31, |
|
|
December 31, |
|
||
Unbilled receivables |
|
$ |
|
|
$ |
|
||
Income and other taxes receivable (note 14) |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Deposits with vendors |
|
|
|
|
|
|
||
Interest rate cross-currency swap agreements (note 22) |
|
|
|
|
|
|
||
Lease receivable |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Other current assets |
|
$ |
|
|
$ |
|
||
107
Table of Contents
Other long-term assets consisted of the following (in millions):
|
|
December 31, |
|
|
December 31, |
|
||
Minority and equity method investments (note 5) |
|
$ |
|
|
$ |
|
||
Income and other taxes receivable (note 14) |
|
|
|
|
|
|
||
Interest rate cross-currency swap agreements (note 22) |
|
|
|
|
|
|
||
Lease receivable |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Other long-term assets |
|
$ |
|
|
$ |
|
||
17. Property, Plant and Equipment, Net
The following is a summary of property, plant and equipment, net by major asset class (in millions):
|
|
2025 |
|
|
2024 |
|
||
Land |
|
$ |
|
|
$ |
|
||
Building and leasehold improvements |
|
|
|
|
|
|
||
Machinery, equipment, software and furniture and fixtures |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
108
Table of Contents
18. Leases
Operating lease cost is recognized over the lease term on a straight-line basis, while finance lease cost is amortized over the expected term on a straight-line basis. Variable lease costs, not dependent on an index or rate, are recognized when incurred and typically consists of amounts owed by the Company to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities cost.
The components of lease expense were as follows (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Amortization of right-of-use assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Total finance lease cost |
|
|
|
|
|
|
|
|
|
|||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|||
Short term lease cost |
|
|
|
|
|
|
|
|
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Impairment expense |
|
|
|
|
|
|
|
|
|
|||
Sublease income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Supplemental balance sheet information related to leases was as follows (in millions of dollars unless otherwise noted):
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Operating leases: |
|
|
|
|
|
|
||
Operating lease assets |
|
$ |
|
|
$ |
|
||
current liabilities |
|
|
|
|
|
|
||
Operating lease liability - long term |
|
|
|
|
|
|
||
Weighted average remaining lease term |
|
|
|
|
||||
Weighted average discount rate |
|
|
% |
|
|
% |
||
Finance leases: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Weighted average remaining lease term |
|
|
|
|
||||
Weighted average discount rate |
|
|
% |
|
|
% |
||
Supplemental cash flow information related to leases was as follows (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|||
Operating cash flows from finance leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Operating cash flows from operating leases |
|
|
|
|
|
|
|
|
|
|||
Financing cash flows from finance leases |
|
|
|
|
|
|
|
|
|
|||
Right-of-use assets obtained in exchange for lease liabilities: |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Finance leases |
|
|
|
|
|
|
|
|
|
|||
109
Table of Contents
Future lease payments under operating leases and finance leases are as follows (in millions):
|
|
Operating Leases |
|
|
Finance Leases |
|
||
Twelve months ended December 31: |
|
|
|
|
|
|
||
2026 |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total undiscounted lease payments |
|
|
|
|
|
|
||
Less: imputed interest |
|
|
( |
) |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
|
$ |
|
||
19. Other Current and Long-term Liabilities
The following is a summary of other current liabilities (in millions):
|
|
2025 |
|
|
2024 |
|
||
Accrued compensation |
|
$ |
|
|
$ |
|
||
Income taxes payable (note 14) |
|
|
|
|
|
|
||
Acquisition-related litigation settlements (note 25) |
|
|
|
|
|
|
||
Derivative liabilities (note 22) |
|
|
|
|
|
|
||
(note 18) |
|
|
|
|
|
|
||
Accrued warranty |
|
|
|
|
|
|
||
Restructuring liabilities (note 12) |
|
|
|
|
|
|
||
Legal and professional fees |
|
|
|
|
|
|
||
Other taxes payable (note 14) |
|
|
|
|
|
|
||
Accrued dividends payable |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Accrual for legal contingencies (note 25) |
|
|
|
|
|
|
||
Contingent considerations (note 23) |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
Other current liabilities |
|
$ |
|
|
$ |
|
||
110
Table of Contents
The following table sets forth the changes in accrued warranty (in millions):
|
|
|
|
|
Balance at December 31, 2022 |
|
$ |
|
|
Accruals for warranties issued during the year including changes in estimates |
|
|
|
|
Settlements of warranty claims |
|
|
( |
) |
Foreign currency impact |
|
|
|
|
Balance at December 31, 2023 |
|
|
|
|
Accruals for warranties issued during the year including changes in estimates |
|
|
|
|
Settlements of warranty claims |
|
|
( |
) |
Foreign currency impact |
|
|
( |
) |
Balance at December 31, 2024 |
|
|
|
|
Accruals for warranties issued during the year including changes in estimates |
|
|
|
|
Settlements of warranty claims |
|
|
( |
) |
Foreign currency impact |
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
|
The following is a summary of other long-term liabilities (in millions):
|
|
2025 |
|
|
2024 |
|
||
Income and other taxes payable (note 14) |
|
$ |
|
|
$ |
|
||
Hybrid instruments liability (note 24) |
|
|
|
|
|
|
||
Accrued Pension (note 10) |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Other long-term liabilities |
|
$ |
|
|
$ |
|
||
111
Table of Contents
20. Debt
The Company’s debt obligations consist of the following (in millions):
|
|
2025 |
|
|
2024 |
|
||
2024 term loan agreements: |
|
|
|
|
|
|
||
CHF |
|
$ |
|
|
$ |
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
2019 term loan agreement: |
|
|
|
|
|
|
||
USD loan quarterly payments of $ |
|
|
|
|
|
|
||
Note Purchase Agreements (NPA – Senior notes): |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
EUR |
|
|
|
|
|
|
||
CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement |
|
|
|
|
|
|
||
Other loans |
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total notes and loans outstanding (b) |
|
$ |
|
|
$ |
|
||
Finance lease obligations |
|
|
|
|
|
|
||
Total debt |
|
$ |
|
|
$ |
|
||
Current portion of long-term debt and finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, less current portion |
|
$ |
|
|
$ |
|
||
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Table of Contents
Significant borrowings and repayments
|
|
|
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Proceeds from revolving lines of credit: |
|
|
|
|
|
|
|
|
|
|||
2024 Amended and Restated Credit Agreement |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2019 Amended and Restated Credit Agreement (a) |
|
|
|
|
|
|
|
|
|
|||
Proceeds from revolving lines of credit - Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Repayments of revolving lines of credit: |
|
|
|
|
|
|
|
|
|
|||
2024 Amended and Restated Credit Agreement |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Repayments of revolving lines of credit - Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt: |
|
|
|
|
|
|
|
|
|
|||
CHF notes under various 2024 Note Purchase Agreements |
|
$ |
|
|
$ |
|
|
$ |
|
|||
CHF notes under the 2024 Term Loan Agreement |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt - Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Repayment of long-term debt: |
|
|
|
|
|
|
|
|
|
|||
USD notes under the 2012 Note Purchase Agreement |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
USD notes under the 2019 Term Loan Agreement |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
CHF notes under the 2024 Term Loan Agreement |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Other |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Repayment of long-term debt - Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Covenants
As of December 31, 2025, the Company was in compliance with all financial covenants of all debt agreements. The Company’s debt agreements’ covenants consist of customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell equity or assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business. They also include customary representations and warranties and events of default. The events of default include, among others, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations and warranties, bankruptcy and insolvency related events, certain ERISA events, material judgments, and the occurrence of a change of control.
Hedging
As of December 31, 2025, the Company has several cross-currency swap agreements with a notional value of $
113
Table of Contents
Revolving Credit Facility
As of December 31, 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):
|
|
Weighted |
|
Total Amount |
|
|
Outstanding |
|
|
Outstanding |
|
|
Total |
|
||||
2024 Amended and Restated Credit |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Bank guarantees and working capital line |
|
varies |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total revolving lines of credit |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Key terms
An overview of the key terms of each of the term loan agreements, note purchase agreements and revolving credit agreements are described below.
2024 Term Loan Agreements
On March 29, 2024, the Company, as borrower, entered into (i) a term loan agreement (the “Three- and Five-Year Term Loan Agreement”) and (ii) another term loan agreement (the “Seven-Year Term Loan Agreement” and together with the Three- and Five-Year Term Loan Agreement, the “Term Loan Agreements”) with a group of bank lenders.
Each term loan facility has a delayed draw component allowing for up to two borrowings under the relevant loan facility during the period from and including the effective date to the earlier of (i) September 30, 2024 and (ii) the date of termination of the commitments by the Administrative Agent during the continuance of an Event of Default as defined in the applicable Term Loan Agreement.
Amounts outstanding under the 2024 Term Loan Agreements bear interest at a rate equal to (a) the Swiss Average Rate Overnight (
Loans under the 2024 Term Loan Agreements will be repayable in full at maturity, subject to scheduled quarterly amortization payments on (i) the three-year and five-year term loan facilities beginning in June 2024 and (ii) the seven-year term loan facility beginning in June 2026, and, in each case, may also be prepaid at the Company’s option in whole or in part without premium or penalty. In addition, obligations are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.
The other terms of the 2024 Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and the interest coverage ratio.
Notes Purchase Agreements (“NPAs” or “Notes”)
The Company has entered into several NPAs with groups of accredited institutional investors including on February 1, 2024, and February 8, 2024 (“2024 Note Purchase Agreements”), December 7, 2021 (“2021 Note Purchase Agreement”) and on December 11, 2019 (“2019 Note Purchase Agreement”).
The key terms associated with these NPAs are as follows:
114
Table of Contents
The other terms of the NPAs are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and interest coverage ratio. The leverage ratio for the NPAs was not affected by the RCA amendment, noted below.
2024 Amended and Restated Credit Agreement
On January 18, 2024, the Company and certain subsidiaries entered into an agreement that amended and restated the 2019 Revolving Credit Agreement which was entered into on December 11, 2019. This resulted in the aggregate amount available to draw increasing to $
In addition, the 2024 RCA increases the uncommitted incremental facility whereby, under certain circumstances, the Company may, at its option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $
The 2024 RCA includes affirmative, negative and financial covenants and events of default customary for financings of this type. The negative covenants include, among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends, and transactions with affiliates not approved under the agreements. The financial covenants require the Company to maintain a maximum leverage ratio of
Proceeds of the 2024 RCA may be used by the Company and its subsidiaries to finance working capital needs, refinance or reduce existing indebtedness and for general corporate purposes, including acquisitions.
115
Table of Contents
21. Fair Value of Financial Instruments
The Company measures the following financial assets and liabilities at fair value on a recurring basis.
December 31, 2025 |
|
Total |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total assets recorded at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration (note 23) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Hybrid instruments liabilities (note 24) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
(note 22) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity interest purchase option liability (a) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total liabilities recorded at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
December 31, 2024 |
|
Total |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits and money market funds |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
(note 22) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total assets recorded at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration (note 23) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Hybrid instruments liabilities (note 24) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
(note 22) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity interest purchase option liability (a) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total liabilities recorded at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
116
Table of Contents
22. Derivative Instruments and Hedging Activities
The Company's major exposures relate to foreign exchange rate and interest rate. 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 swap agreements and long-term debt designated as net investment hedges. As of December 31, 2025, the Company had several cross-currency swap agreements that qualify for hedge accounting with a notional value of $
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 related 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 was managed as part of an interest rate swap which involved the Company paying fixed, receiving floating. The objective of this designated cash flow hedge was 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 swap agreement was recorded in Interest and other income (expense), net in the consolidated statements of operations. The interest rate swap agreement was terminated during the third quarter of 2025 following the repayment of the 2019 Term Loan. Upon termination, the Company received a settlement amount of $
117
Table of Contents
The Company had the following notional amounts outstanding under foreign exchange contracts, cross-currency and interest rate swap agreements and long-term debt designated as net investment hedges and the respective fair value of the instruments recorded in the consolidated balance sheets as follows (in millions):
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Notional |
|
|
Fair Value |
|
|
Notional |
|
|
Fair Value |
|
||||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate and cross-currency swap agreements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total derivatives designated as hedging instruments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Total derivatives not designated as hedging instruments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total derivatives |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
The following is a summary of the gain (loss) included in Interest and other income (expense), net in the consolidated statements of operations related to the derivative instruments described above (in millions):
|
|
Year Ended |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Derivatives not designated as |
|
|
|
|
|
|
|
|
|
|||
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
( |
) |
|
|
|
|||
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Derivatives designated as cash flow |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as net |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
118
Table of Contents
The following is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the consolidated statements of comprehensive (loss) income related to the derivative instruments described above (in millions):
|
|
Year Ended |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Derivatives designated as cash flow hedging instruments |
|
|
|
|
|
|
|
|
|
|||
Interest rate and cross-currency swap agreements |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Financial instruments designated as net investment hedging instruments |
|
|
|
|
|
|
|
|
|
|||
Interest rate and cross-currency swap agreements |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
23. Contingent Consideration
The following table sets forth the changes in contingent consideration liabilities (in millions):
Balance at December 31, 2023 |
|
$ |
|
|
Current period additions |
|
|
|
|
Current period adjustments |
|
|
|
|
Current period settlements |
|
|
( |
) |
Foreign currency effect |
|
|
( |
) |
Balance at December 31, 2024 |
|
|
|
|
Current period additions |
|
|
|
|
Current period adjustments |
|
|
( |
) |
Current period settlements |
|
|
( |
) |
Foreign currency effect |
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
24. Hybrid Instruments Liabilities
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. Refer to Note 2, Summary of Significant Accounting Policies for more information on the Company’s policy on hybrid instruments liabilities.
119
Table of Contents
The following table sets forth the changes in hybrid instruments liability (in millions):
Balance at December 31, 2023 |
|
$ |
|
|
Current period additions |
|
|
|
|
Current period adjustments |
|
|
|
|
Current period settlements |
|
|
( |
) |
Foreign currency effect |
|
|
( |
) |
Balance at December 31, 2024 |
|
|
|
|
Current period additions |
|
|
|
|
Current period adjustments (a) |
|
|
( |
) |
Current period settlements (b) |
|
|
( |
) |
Foreign currency effect |
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
The Level 3 fair value measurements of the Company’s hybrid instrument liabilities include the following significant unobservable inputs for the year ended December 31, 2025:
Hybrid Instrument Liabilities |
Fair Value as of December 31, 2025 (millions) |
Valuation Technique |
Unobservable Input |
Value |
Put / Call Options |
Option Pricing Model |
Revenue Risk Premium |
||
|
|
|
EBITDA Risk Premium |
The Level 3 fair value measurements of the Company’s hybrid instrument liabilities included the following significant unobservable inputs for the year ended December 31, 2024:
Hybrid Instrument Liabilities |
Fair Value as of December 31, 2024 (millions) |
Valuation Technique |
Unobservable Input |
Range |
Weighted Average (a) |
Put / Call Options |
Option Pricing Model |
Revenue Risk Premium |
|||
|
|
|
EBITDA Risk Premium |
25. Commitments and Contingencies
Litigation and Related Contingencies
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
120
Table of Contents
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 December 31, 2025, and 2024, the accrual for several unresolved legal matters that are probable and estimable was $
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 Optofluidic platform products. The University of British Columbia (“UBC”), the owner and licensor to AbCellera of the asserted patents, was a co-plaintiff in the litigation. On
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
Purchase Obligations
The Company has entered into purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services, certain inventory components, and other equipment used in normal operations and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. As of December 31, 2025, the Company had purchase obligations totaling approximately $
License Agreements
The Company has entered into license agreements allowing it to utilize certain patents. If these patents are used in connection with a commercial product sale, the Company pays royalties on the related product revenues. Licensing fees for the years ended
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December 31, 2025, 2024, and 2023, were $
Letters of Credit and Guarantees
At December 31, 2025, and 2024, the Company had bank guarantees of $
Indemnifications
The Company enters into standard indemnification arrangements in the Company’s ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. These parties are generally the Company’s directors, officers, business partners or customers, in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to its products. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal based on historical experiences.
26. Shareholders’ Equity
Issuance of Mandatory Convertible Preferred Stock
On September 8, 2025, the Company issued
Dividends
Dividends on the Mandatory Convertible Preferred Stock are payable on a cumulative basis when, as, and if declared by Bruker’s Board of Directors, at an annual rate of
Mandatory Conversion
Unless converted earlier in accordance with the terms of the Certificate of Designations, which was filed with the Secretary of State of the State of Delaware on September 8, 2025 (the “Certificate of Designations”), each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be
If a “fundamental change” as defined in the Certificate of Designations, occurs on or prior to September 1, 2028, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of the Company’s common stock at the fundamental
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change conversion rate, as defined in the Certificate of Designations, for a specified period of time, and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.
Ranking
The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, senior to the Company’s common stock and each other class or series of capital stock, whether outstanding or established after the date of issuance of the Mandatory Convertible Preferred Stock that do not specifically state they are senior to the Mandatory Convertible Preferred Stock and junior to any existing and future indebtedness.
Voting Rights
Holders of Mandatory Convertible Preferred Stock will
Common Stock Public Offering
In May 2024, the Company completed an underwritten public offering (the “Common Stock Offering”) in which the Company issued and sold
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 $
Stock Compensation Plans
Incentive Compensation Plans
In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s shareholders. With the approval of the 2016 Plan, no further grants will be made under the existing Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”). As of December 31, 2025,
In May 2025, the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) was approved by the Company’s common shareholders. The 2026 Plan was effective as of February 19, 2026 (“the Effective Date”), which was the date immediately following the date on which the Bruker Corporation 2016 Incentive Compensation Plan (the “Prior Plan”) expired. 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
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Members of the Company’s Board of Directors receive an annual award of restricted stock units which vest over a one-year service period. Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of to
Employee Stock Purchase Plan
In June 2022, the Company's shareholders approved the 2022 Employee Stock Purchase Plan, under which eligible employees may contribute up to
Stock-based Compensation
The following presents the impact of stock-based compensation expense on our consolidated statements of operations (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Stock options |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|||
Employee Stock Purchase Plan |
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|
|
|
|
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|
|
|
|||
Total stock-based compensation |
|
$ |
|
|
$ |
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|
$ |
|
|||
|
|
|
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|
|
|
|
|
|
|||
|
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2025 |
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2024 |
|
|
2023 |
|
|||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
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|
|
|
|
|
|
|
|||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|||
In addition to the awards above, the Company recorded stock-based compensation (gain) expense within other charges, net of $(
At December 31, 2025, the Company also expects to recognize additional pre-tax stock-based compensation expense of $
At December 31, 2025, the Company expects to recognize pre-tax stock-based compensation expense of $
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Restricted Stock Units
Restricted stock unit activity is presented below:
|
|
Shares |
|
|
Weighted- |
|
||
Outstanding at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
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|
|
|
||
Vested (a) |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding at December 31, 2025 |
|
|
|
|
$ |
|
||
27. Subsequent Events
On January 6, 2026, the Company acquired the remaining
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ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures. 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 December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. 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 internal control over financial reporting as of December 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
We excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH &Co. KG from our assessment of internal control over financial reporting as of December 31, 2025, because they were acquired by the Company in business combinations during 2025. The total assets and total revenues of the acquired entities collectively represent less than 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B OTHER INFORMATION
During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The full text of our code of conduct, which applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Board of Directors, is published on our Investor Relations website at www.bruker.com. We intend to disclose future amendments to certain provisions of our Code, or waivers of such provisions granted to executive officers and directors, on the website within four business days following the date of such amendment or waiver.
We have adopted an Insider Trading Policy that applies to our employees, officers, and directors. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations with respect to the purchase, sale, and/or other dispositions of our securities, as well as the applicable rules and regulations of Nasdaq. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders.
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is PricewaterhouseCoopers LLP, New York, NY, PCAOB ID 238.
The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders.
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PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data.
The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data.
EXHIBIT INDEX
|
|
|
|
|
|
Incorporated by Reference |
|
Exhibit
|
Description
|
Form
|
Filing Date
|
|
|
|
|
3.1 |
Restated Certificate of Incorporation of Bruker Corporation |
Form 10-K |
March 27, 2020 |
|
|
|
|
3.2 |
Amended and Restated Bylaws of Bruker Corporation |
Form 8-K |
May 30, 2024 |
|
|
|
|
3.3 |
Certificate of Designations of 6.375% Mandatory Convertible Preferred Stock, Series A of Bruker Corporation. |
Form 8-K |
September 8, 2025 |
|
|
|
|
4.1 |
Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation |
Form 10-K |
March 1, 2017 |
|
|
|
|
4.2 |
Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 |
Form 10-K |
March 27, 2020 |
|
|
|
|
10.1† |
Bruker Corporation 2010 Incentive Compensation Plan |
Schedule 14A |
April 14, 2010 |
|
|
|
|
10.2† |
Bruker Corporation 2010 Incentive Compensation Plan Form of Incentive Stock Option Agreement |
Form 10-Q |
August 9, 2010 |
|
|
|
|
10.3† |
Bruker Corporation 2010 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement |
Form 10-Q |
August 9, 2010 |
|
|
|
|
10.4† |
Bruker Corporation 2010 Incentive Compensation Plan Form of Restricted Stock Agreement |
Form 10-Q |
August 9, 2010 |
|
|
|
|
10.5† |
Bruker Corporation 2016 Incentive Compensation Plan |
Schedule 14A |
April 22, 2016 |
|
|
|
|
10.6† |
Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement |
Form 10-Q |
August 9, 2019 |
|
|
|
|
10.7† |
Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement |
Form 10-Q |
August 9, 2019 |
|
|
|
|
10.8† |
Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Unit Agreement |
Form 10-Q |
August 9, 2019 |
|
|
|
|
10.9† |
Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement |
Form 10-K |
March 1, 2017 |
|
|
|
|
10.10† |
Bruker Corporation Employee Stock Purchase Plan |
Form S-8 |
June 3, 2022 |
|
|
|
|
|
|
|
|
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10.11* |
Note Purchase Agreement, dated January 18, 2012 |
Form 8-K |
January 19, 2012 |
|
|
|
|
10.12 |
First Amendment to the Note Purchase Agreement, dated January 18, 2012 |
Form 10-Q |
August 7, 2020 |
|
|
|
|
10.13† |
Bruker Corporation 2019 Short-Term Incentive Compensation Program |
Form 8-K |
February 21, 2019 |
|
|
|
|
10.14† |
Bruker Corporation 2022 Short-Term Incentive Compensation Program |
Form 10-K |
February 28, 2022 |
|
|
|
|
10.15† |
Offer Letter, dated June 4, 2018, by and between the Company and Gerald N. Herman |
Form 10-Q |
August 9, 2018 |
|
|
|
|
10.16† |
Contract of Employment, dated May 1, 2018, by and between the Company and Falko Busse |
Form 10-Q |
August 9, 2018 |
|
|
|
|
10.17† |
Employment Offer Letter Agreement, dated June 25, 2012, by and between the Company and Juergen Srega |
Form 10-Q |
May 9, 2013 |
|
|
|
|
10.18† |
Managing Director Employment Contract, dated as of June 28, 2012, by and between Bruker Daltonik GmbH and Juergen Srega, as amended pursuant to the Supplement to the Managing Director Employment Contract, dated as of December 12, 2019 |
Form 10-K |
March 27, 2020 |
|
|
|
|
10.19† |
Form of Indemnification Agreement of Officers and Directors |
Form 8-K |
February 11, 2019 |
|
|
|
|
10.20 |
Term Loan Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A. as Administrative Agent, TD Bank, N.A. and the other banks or other financial institutions or entities from time to time party thereto as lenders |
Form 8-K |
December 12, 2019 |
|
|
|
|
10.21 |
Note Purchase Agreement dated as of December 11, 2019 |
Form 8-K |
December 12, 2019 |
|
|
|
|
10.22 |
First Amendment to the Note Purchase Agreement, dated as of December 11, 2019 |
Form 10-Q |
August 7, 2020 |
|
|
|
|
10.23 |
First Amendment to Term Loan Agreement, dated as of May 12, 2021 |
Form 10-Q |
August 5, 2021 |
|
|
|
|
10.24 |
Note Purchase Agreement dated as of December 7, 2021 |
Form 8-K |
December 8, 2021 |
|
|
|
|
10.25 |
First Amendment to Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders |
Form 10-Q |
August 5, 2022 |
|
|
|
|
|
|
|
|
10.26 |
Second Amendment to Credit Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders |
Form 10-Q |
November 4, 2022 |
|
|
|
|
10.27 |
Second Amendment to Term Loan Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A. as Administrative Agent, TD Bank, N.A. and the other banks or other financial institutions or entities from time to time party thereto as lenders |
Form 10-Q |
November 4, 2022 |
|
|
|
|
|
|
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10.28 |
Amended and Restated Credit Agreement, dated January 18, 2024, by and among the Company and certain of its subsidiaries as borrowers and guarantors, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A., and Wells Fargo Bank, National Association, as Co-Syndication Agents, BofA Securities, Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., and U.S. Bank, N.A., as Co-Documentation Agents, ING Bank B.V. and PNC Bank, N.A., as Managing Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders. |
Form 8-K |
January 19, 2024 |
|
|
|
|
10.29* |
Note Purchase Agreement dated as of February 1, 2024. |
Form 8-K |
February 2, 2024 |
|
|
|
|
10.30* |
Note Purchase Agreement dated as of February 8, 2024 |
Form 8-K |
February 12, 2024 |
|
|
|
|
10.31 |
Share Purchase Agreement, dated as of February 27, 2024, by and between Bruker Invest AG, and Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2. |
Form 10-K |
February 29, 2024 |
|
|
|
|
10.32 |
Warranty Agreement, dated as of February 27, 2024, by and among Bruker Invest AG, Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2. |
Form 10-K |
February 29, 2024 |
|
|
|
|
10.33 |
Three- and Five-Year Term Loan Agreement dated as of March 29, 2024. |
Form 8-K |
April 2, 2024 |
|
|
|
|
10.34 |
Seven-Year Term Loan Agreement dated as of March 29, 2024. |
Form 8-K |
April 2, 2024 |
|
|
|
|
10.35* |
Asset Purchase Agreement, dated as of April 17, 2024, by and between Bruker Corporation and NanoString Technologies. |
Form 8-K |
April 22, 2024 |
|
|
|
|
10.36 |
Underwriting Agreement, dated May 29, 2024, by and among Bruker Corporation and BofA Securities, Inc. and J.P. Morgan Securities LLC. |
Form 8-K/A |
June 5, 2024 |
|
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|
|
10.37† |
Bruker Corporation 2026 Incentive Compensation Plan |
Form 8-K |
May 29, 2025 |
|
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|
19.1 ** |
Insider Trading Policy of Bruker Corporation. |
|
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21.1 ** |
Subsidiaries of the Company |
|
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23.1 ** |
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
|
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24.1 ** |
Power of attorney (included on signature page hereto) |
|
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31.1 ** |
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
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31.2 ** |
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
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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 |
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97.1 ** |
Bruker Corporation Compensation Recoupment Policy |
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g |
|
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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 |
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101.SCH ** |
Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents |
|
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104** |
Cover page formatted in Inline XBRL and contained in Exhibit 101 |
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* Certain portions have been omitted pursuant to an order granting confidential treatment and have been filed separately with the Securities and Exchange Commission.
† Designates management contract or compensatory plan or arrangement.
** Filed or furnished herewith.
No other instruments defining the rights of holders of long-term debt of the registrant or its subsidiaries have been filed as Exhibits because no such instruments met the threshold materiality requirements under Regulation S-K. The registrant agrees, however, to furnish a copy of any such instruments to the Commission upon request.
ITEM 16 FORM 10-K SUMMARY
Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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BRUKER CORPORATION |
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Date: February 27, 2026 |
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By: |
/s/ FRANK H. LAUKIEN, PH.D.
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Name: Frank H. Laukien, Ph.D. |
|
|
|
Title: President, Chief Executive Officer and Chairman |
We, the undersigned officers and directors of Bruker Corporation, hereby severally constitute and appoint Frank H. Laukien, Ph.D. to sign for us and in our names in the capacities indicated below, the report on Form 10-K filed herewith and any and all amendments to such report, and to file the same, with all exhibits thereto and other documents in connection therewith, in each case, with the Securities and Exchange Commission, and generally to do all such things in our names and on our behalf in our capacities consistent with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name |
Title |
Date |
|
|
|
/S/ FRANK H. LAUKIEN, PH.D. |
President, Chief Executive Officer and Chairman |
February 27, 2026 |
Frank H. Laukien, Ph.D. |
|
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|
|
/S/ GERALD N. HERMAN |
Executive Vice President and Chief Financial Officer |
February 27, 2026 |
Gerald N. Herman |
|
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|
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/S/ THOMAS M. BURES |
Chief Accounting Officer |
February 27, 2026 |
Thomas M. Bures |
|
|
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|
|
/S/ BONNIE H. ANDERSON |
Director |
February 27, 2026 |
Bonnie H. Anderson |
|
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|
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/S/ CYNTHIA M. FRIEND, PH.D. |
Director |
February 27, 2026 |
Cynthia M. Friend, Ph.D. |
|
|
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|
|
/S/ WILLIAM A. LINTON |
Director |
February 27, 2026 |
William A. Linton |
|
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|
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/S/ JOHN A. ORNELL |
Director |
February 27, 2026 |
John A. Ornell |
|
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/S/ RICHARD A. PACKER |
Director |
February 27, 2026 |
Richard A. Packer |
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/S/ ADELENE Q. PERKINS |
Director |
February 27, 2026 |
Adelene Q. Perkins |
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/S/ HERMANN F. REQUARDT, PH.D. |
Director |
February 27, 2026 |
Hermann F. Requardt, Ph.D. |
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/S/ ROBERT J. ROSENTHAL, PH.D. |
Director |
February 27, 2026 |
Robert J. Rosenthal, Ph.D. |
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/S/ LAURA A. FRANCIS |
Director |
February 27, 2026 |
Laura A. Francis |
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/S/ JOHN J. (JACK) PHILLIPS |
Director |
February 27, 2026 |
John J. (Jack) Phillips |
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132
FAQ
What are Bruker (BRKR) main business segments and focus areas?
How large is Bruker’s (BRKR) backlog and what does it represent?
What key risks does Bruker (BRKR) highlight in its 2025 annual report?
How many employees does Bruker (BRKR) have and where are they concentrated?
What markets and customers does Bruker (BRKR) primarily serve?
How concentrated is Bruker’s (BRKR) customer base and revenue exposure?
What regulatory regimes are important for Bruker’s (BRKR) products?
