Bruker(US:BRKR)2025-08-05 23:05PART I. CONDENSED FINANCIAL INFORMATION This section presents Bruker Corporation's unaudited condensed consolidated financial statements and related notes ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This section presents Bruker Corporation's unaudited condensed consolidated financial statements and detailed notes Unaudited Condensed Consolidated Balance Sheets This section provides a detailed overview of the company's financial position, presenting assets, liabilities, and equity Unaudited Condensed Consolidated Balance Sheets (in millions) | ASSETS (in millions) | June 30, 2025 | December 31, 2024 | Change | Percentage Change | | :--------------------- | :------------ | :---------------- | :----- | :---------------- | | Cash and cash equivalents | $92.0 | $183.4 | $(91.4) | -49.8% | | Accounts receivable, net | $522.6 | $565.5 | $(42.9) | -7.6% | | Inventories | $1,218.3 | $1,067.8 | $150.5 | 14.1% | | Total current assets | $2,162.7 | $2,053.2 | $109.5 | 5.3% | | Property, plant and equipment, net | $758.5 | $669.3 | $89.2 | 13.3% | | Goodwill and intangible assets, net | $2,618.8 | $2,419.8 | $199.0 | 8.2% | | Total assets | $6,339.8 | $5,806.7 | $533.1 | 9.2% | | LIABILITIES & EQUITY (in millions) | June 30, 2025 | December 31, 2024 | Change | Percentage Change | | Current portion of long-term debt and finance lease obligations | $55.7 | $32.5 | $23.2 | 71.4% | | Accounts payable | $243.0 | $234.1 | $8.9 | 3.8% | | Deferred revenue and customer advances | $478.1 | $438.2 | $39.9 | 9.1% | | Total current liabilities | $1,347.4 | $1,281.3 | $66.1 | 5.2% | | Long-term debt | $2,379.6 | $2,061.8 | $317.8 | 15.4% | | Redeemable noncontrolling interests | $47.4 | $18.1 | $29.3 | 161.9% | | Total shareholders' equity | $1,819.4 | $1,797.1 | $22.3 | 1.2% | | Total liabilities, redeemable noncontrolling interests and shareholders' equity | $6,339.8 | $5,806.7 | $533.1 | 9.2% | Unaudited Condensed Consolidated Statements of Operations This section details the company's financial performance, including revenue, gross profit, operating income, and net income Unaudited Condensed Consolidated Statements of Operations (in millions, except per share data) | (in millions, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :----------------------------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Product revenue | $634.7 | $654.4 | $(19.7) | -3.0% | | Service and other revenue | $162.7 | $146.3 | $16.4 | 11.2% | | Total revenue | $797.4 | $800.7 | $(3.3) | -0.4% | | Total cost of revenue | $439.5 | $416.1 | $23.4 | 5.6% | | Gross profit | $357.9 | $384.6 | $(26.7) | -6.9% | | Total operating expenses | $346.0 | $336.5 | $9.5 | 2.8% | | Operating income | $11.9 | $48.1 | $(36.2) | -75.3% | | Interest and other income (expense), net | $(11.4) | $(24.2) | $12.8 | -52.9% | | Income before income taxes | $0.5 | $23.9 | $(23.4) | -97.9% | | Income tax provision (benefit) | $(3.1) | $16.1 | $(19.2) | -119.3% | | Consolidated net income | $4.2 | $7.6 | $(3.4) | -44.7% | | Net income attributable to Bruker Corporation | $7.6 | $7.6 | $0.0 | 0.0% | | Basic EPS | $0.05 | $0.05 | $0.00 | 0.0% | | Diluted EPS | $0.05 | $0.05 | $0.00 | 0.0% | | (in millions, except per share data) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Product revenue | $1,278.0 | $1,241.3 | $36.7 | 3.0% | | Service and other revenue | $320.8 | $281.1 | $39.7 | 14.1% | | Total revenue | $1,598.8 | $1,522.4 | $76.4 | 5.0% | | Total cost of revenue | $849.7 | $785.0 | $64.7 | 8.2% | | Gross profit | $749.1 | $737.4 | $11.7 | 1.6% | | Total operating expenses | $705.4 | $624.5 | $80.9 | 13.0% | | Operating income | $43.7 | $112.9 | $(69.2) | -61.3% | | Interest and other income (expense), net | $(18.1) | $(17.4) | $(0.7) | 4.0% | | Income before income taxes | $25.6 | $95.5 | $(69.9) | -73.2% | | Income tax provision (benefit) | $5.6 | $35.9 | $(30.3) | -84.4% | | Consolidated net income | $21.0 | $59.6 | $(38.6) | -64.8% | | Net income attributable to Bruker Corporation | $25.0 | $58.5 | $(33.5) | -57.3% |\ | Basic EPS | $0.16 | $0.40 | $(0.24) | -60.0% | | Diluted EPS | $0.16 | $0.40 | $(0.24) | -60.0% | Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) This section presents comprehensive income (loss), including net income and other comprehensive income components Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Consolidated net income | $4.2 | $7.6 | $(3.4) | -44.7% | | Foreign currency translation gain (loss) after income taxes | $132.3 | $(28.9) | $161.2 | -557.8% | | Gain (loss) on designated hedging instruments after income taxes | $(148.9) | $(7.5) | $(141.4) | 1885.3% | | Total other comprehensive income (loss) | $(20.1) | $(36.5) | $16.4 | -44.9% | | Total Comprehensive income (loss) | $(15.9) | $(28.9) | $13.0 | -45.0% | | Total Comprehensive income (loss) attributable to Bruker Corporation | $(16.4) | $(28.7) | $12.3 | -42.9% | | (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Consolidated net income | $21.0 | $59.6 | $(38.6) | -64.8% | | Foreign currency translation gain (loss) after income taxes | $203.1 | $(106.1) | $309.2 | -291.4% |\ | Gain (loss) on designated hedging instruments after income taxes | $(187.5) | $54.6 | $(242.1) | -443.4% | | Total other comprehensive income (loss) | $11.5 | $(51.0) | $62.5 | -122.5% | | Total Comprehensive income (loss) | $32.5 | $8.6 | $23.9 | 277.9% | | Total Comprehensive income (loss) attributable to Bruker Corporation | $31.5 | $8.5 | $23.0 | 270.6% | Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interests and Shareholders' Equity This section outlines changes in redeemable noncontrolling interests and shareholders' equity, including net income and repurchases - Total shareholders' equity increased from $1,797.1 million at December 31, 2024, to $1,819.4 million at June 30, 2025, driven by $7.6 million consolidated net income, $5.3 million stock-based compensation, and $7.6 million cash dividends paid16 - Redeemable noncontrolling interests significantly increased from $18.1 million at December 31, 2024, to $47.4 million at June 30, 2025, primarily due to certain other acquisitions16 - The company repurchased 200,731 shares for $10.0 million during the six months ended June 30, 202516 Unaudited Condensed Consolidated Statements of Cash Flows This section details cash flows from operating, investing, and financing activities for the six-month periods Unaudited Condensed Consolidated Statements of Cash Flows (in millions) | (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Consolidated net income | $21.0 | $59.6 | $(38.6) | -64.8% | | Depreciation and amortization | $106.5 | $79.9 | $26.6 | 33.3% | | Net cash provided by (used in) operating activities | $(62.5) | $22.9 | $(85.4) | -372.9% | | Purchases of property, plant and equipment | $(47.3) | $(46.0) | $(1.3) | 2.8% | | Cash paid for acquisitions, net of cash acquired | $(69.5) | $(1,576.5) | $1,507.0 | -95.6% | | Net cash used in investing activities | $(117.2) | $(1,629.1) | $1,511.9 | -92.8% | | Net cash provided by financing activities | $44.3 | $1,307.5 | $(1,263.2) | -96.6% | | Effect of exchange rate changes on cash | $44.9 | $(19.7) | $64.6 | -327.9% | | Net decrease in cash, cash equivalents and restricted cash | $(90.5) | $(318.4) | $227.9 | -71.6% | | Cash, cash equivalents and restricted cash at end of period | $96.2 | $173.2 | $(77.0) | -44.5% | - Net cash used in operating activities for the six months ended June 30, 2025, was $(62.5) million, a significant decrease from $22.9 million provided in the same period of 2024, primarily due to changes in operating assets and liabilities and lower consolidated net income19164165 - Net cash used in investing activities decreased substantially from $(1,629.1) million in 2024 to $(117.2) million in 2025, mainly due to significantly lower cash paid for acquisitions19166 - Net cash provided by financing activities decreased from $1,307.5 million in 2024 to $44.3 million in 2025, largely due to reduced proceeds from long-term debt and public offerings of common stock in the current period19167 Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanatory notes to the financial statements, covering business, policies, acquisitions, and debt 1. Description of Business This note describes Bruker Corporation's core business, scientific instruments, analytical solutions, and operating segments - Bruker Corporation develops, manufactures, and distributes high-performance scientific instruments and analytical/diagnostic solutions for life and materials exploration at microscopic, molecular, and cellular levels20 - The Company operates through four reportable segments: Bruker Scientific Instruments (BSI) BioSpin, BSI CALID, BSI NANO, and Bruker Energy & Supercon Technologies (BEST), each focusing on distinct technologies and market applications21 2. Recent Accounting Pronouncements This note outlines recent FASB accounting standard updates and their potential impact on financial reporting - The FASB issued ASU No. 2024-04 in November 2024, clarifying accounting for induced conversions of convertible debt, effective for annual periods after December 15, 2025, with the Company evaluating its impact24 - ASU No. 2024-03, issued in November 2024, requires disaggregation disclosures for income statement expenses, effective for annual periods after December 15, 2026, with the Company evaluating its impact25 - ASU No. 2023-09, issued in December 2023, enhances income tax disclosures, effective for annual periods after December 15, 2024, with the Company evaluating its impact26 3. Acquisitions This note details recent acquisitions, including consideration, acquired assets, and their contribution to revenue and goodwill - During the three months ended June 30, 2025, Bruker completed various acquisitions, including Recipe (CALID segment), for a total consideration of $105.0 million, net of cash acquired, with key acquired assets including customer relationships ($30.1 million) and technology ($20.7 million)2730 - For the six months ended June 30, 2025, 2025 acquisitions contributed $3.8 million in revenue and resulted in pre-tax losses of $0.8 million35 - In 2024, material acquisitions included NanoString Technologies (BSI NANO), ELITechGroup (BSI CALID), and Chemspeed Technologies (BSI BBIO), totaling $1,635.8 million in consideration, net of cash acquired, significantly expanding the company's portfolio in spatial biology, molecular diagnostics, and laboratory automation3738 - Goodwill from 2024 acquisitions totaled $958.0 million, representing expected synergies and expansion of product sales3740 - The Company finalized the valuation of NanoString and ELITechGroup acquisitions in Q2 2025, with no further material adjustments43 4. Minority and Equity-method Investments This note discusses minority and equity-method investments, including aggregate fair value and significant acquisitions - As of June 30, 2025, the aggregate amount of equity investments without readily determinable fair value was $38.7 million, and during the six months ended June 30, 2025, the Company completed four minority investments totaling $3.9 million in consideration54 - In 2024, the Company acquired a 30% equity interest in NovAliX for $34.1 million, accounted for using the equity method, and recognized a liability of $16.0 million for a potential future acquisition of the remaining interest55 5. Goodwill and Intangible Assets This note provides details on goodwill and intangible assets, including changes, amortization, and impairment charges Goodwill (in millions) | Goodwill (in millions) | Amount | | :--------------------- | :----- | | Balance at December 31, 2024 | $1,507.3 | | Current period additions | $49.0 | | Foreign currency effect | $92.7 | | Balance at June 30, 2025 | $1,649.2 | Intangible Assets (in millions) | Intangible Assets (in millions) | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | Change | | :------------------------------ | :-------------------------------- | :------------------------------------ | :----- | | Existing technology and related patents | $459.5 | $433.2 | $26.3 | | Customer relationships | $458.1 | $425.0 | $33.1 | | Trade names | $44.8 | $44.8 | $0.0 | | Other | $7.2 | $9.5 | $(2.3) | | Total Intangible assets | $969.6 | $912.5 | $57.1 | - Amortization expense for intangible assets was $31.5 million for Q2 2025 (vs. $25.1 million in Q2 2024) and $58.8 million for H1 2025 (vs. $41.3 million in H1 2024)58 - The Company recognized impairment charges of $6.8 million for Q2 2025 and $7.2 million for H1 2025 to write off certain intangible assets, with no such charges in the prior year59 6. Revenue This note presents revenue by geography and recognition method, along with contract liabilities and performance obligations Revenue by End Customer Geography (in millions) | Revenue by End Customer Geography (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :--------------------------------------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | United States | $222.9 | $243.7 | $(20.8) | -8.5% | | Germany | $59.1 | $83.5 | $(24.4) | -29.2% | | Europe excluding Germany | $213.4 | $192.3 | $21.1 | 11.0% | | China | $114.7 | $120.4 | $(5.7) | -4.7% | | Asia Pacific excluding China | $127.4 | $106.2 | $21.2 | 20.0% | | Other | $59.9 | $54.6 | $5.3 | 9.7% | | Total revenue | $797.4 | $800.7 | $(3.3) | -0.4% | | Revenue by End Customer Geography (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :--------------------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | United States | $440.3 | $438.5 | $1.8 | 0.4% | | Germany | $120.2 | $150.3 | $(30.1) | -20.0% | | Europe excluding Germany | $437.5 | $370.4 | $67.1 | 18.1% | | China | $215.9 | $236.1 | $(20.2) | -8.6% | | Asia Pacific excluding China | $258.8 | $213.2 | $45.6 | 21.4% | | Other | $126.1 | $113.9 | $12.2 | 10.7% | | Total revenue | $1,598.8 | $1,522.4 | $76.4 | 5.0% | Revenue Recognition (in millions) | Revenue Recognition (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------------------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Revenue recognized at a point in time | $675.1 | $686.5 | $(11.4) | -1.7% | | Revenue recognized over time | $122.3 | $114.2 | $8.1 | 7.1% | | Total revenue | $797.4 | $800.7 | $(3.3) | -0.4% | | Revenue Recognition (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Revenue recognized at a point in time | $1,353.8 | $1,295.0 | $58.8 | 4.5% | | Revenue recognized over time | $245.0 | $227.4 | $17.6 | 7.7% | | Total revenue | $1,598.8 | $1,522.4 | $76.4 | 5.0% | - Contract liabilities increased from $538.2 million at December 31, 2024, to $584.1 million at June 30, 2025, with approximately $232.5 million of the December 31, 2024, balance recognized as revenue during the six months ended June 30, 202562 - Remaining performance obligations were $2,109.1 million at June 30, 2025, with the majority expected to be recognized as revenue within the next twelve months62 7. Business Segment Information This note provides financial information by business segment, including revenue, operating income, and capital expenditures Segment Revenue (in millions) | Segment Revenue (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :---------------------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | BSI BioSpin | $195.3 | $217.5 | $(22.2) | -10.2% | | BSI CALID | $285.8 | $265.6 | $20.2 | 7.6% | | BSI NANO | $252.1 | $252.5 | $(0.4) | -0.2% | | BEST | $66.3 | $69.1 | $(2.8) | -4.1% | | Total segment revenue | $799.5 | $804.7 | $(5.2) | -0.6% | | Segment Operating Income (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | BSI BioSpin | $23.1 | $46.6 | $(23.5) | -50.4% | | BSI CALID | $53.3 | $58.4 | $(5.1) | -8.7% | | BSI NANO | $9.4 | $19.2 | $(9.8) | -51.0% | | BEST | $7.2 | $10.6 | $(3.4) | -32.1% | | Total segment operating income | $93.0 | $134.8 | $(41.8) | -31.0% | | Segment Revenue (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :---------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | BSI BioSpin | $403.1 | $400.3 | $2.8 | 0.7% | | BSI CALID | $565.9 | $493.5 | $72.4 | 14.7% | | BSI NANO | $508.7 | $492.9 | $15.8 | 3.2% | | BEST | $125.6 | $142.2 | $(16.6) | -11.7% | | Total segment revenue | $1,603.3 | $1,528.9 | $74.4 | 4.9% | | Segment Operating Income (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | BSI BioSpin | $60.2 | $81.2 | $(21.0) | -25.9% | | BSI CALID | $114.7 | $109.5 | $5.2 | 4.7% | | BSI NANO | $32.6 | $49.0 | $(16.4) | -33.5% | | BEST | $14.2 | $18.8 | $(4.6) | -24.5% | | Total segment operating income | $221.6 | $258.5 | $(36.9) | -14.3% | Capital Expenditures (in millions) | Capital Expenditures (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :--------------------------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | BSI BioSpin | $2.3 | $3.8 | $(1.5) | -39.5% | | BSI CALID | $5.5 | $6.4 | $(0.9) | -14.1% | | BSI NANO | $13.2 | $4.0 | $9.2 | 230.0% | | BEST | $2.4 | $6.3 | $(3.9) | -61.9% | | Corporate | $6.9 | $4.0 | $2.9 | 72.5% | | Total capital expenditures | $30.3 | $24.5 | $5.8 | 23.7% | | Capital Expenditures (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :--------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | BSI BioSpin | $5.5 | $3.4 | $2.1 | 61.8% | | BSI CALID | $13.9 | $11.8 | $2.1 | 17.8% | | BSI NANO | $18.1 | $10.2 | $7.9 | 77.5% | | BEST | $7.2 | $13.9 | $(6.7) | -48.2% | | Corporate | $11.6 | $6.7 | $4.9 | 73.1% | | Total capital expenditures | $56.3 | $46.0 | $10.3 | 22.4% | Depreciation and Amortization (in millions) | Depreciation and Amortization (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | BSI BioSpin | $11.2 | $10.4 | $0.8 | 7.7% | | BSI CALID | $23.4 | $15.4 | $8.0 | 51.9% | | BSI NANO | $17.1 | $15.9 | $1.2 | 7.5% | | BEST | $2.4 | $2.1 | $0.3 | 14.3% | | Corporate | $2.0 | $1.3 | $0.7 | 53.8% | | Total depreciation and amortization | $56.1 | $45.1 | $11.0 | 24.4% | | Depreciation and Amortization (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | BSI BioSpin | $21.6 | $18.6 | $3.0 | 16.1% | | BSI CALID | $43.2 | $25.1 | $18.1 | 72.1% | | BSI NANO | $33.8 | $29.3 | $4.5 | 15.4% | | BEST | $4.5 | $4.1 | $0.4 | 9.8% | | Corporate | $3.4 | $2.8 | $0.6 | 21.4% | | Total depreciation and amortization | $106.5 | $79.9 | $26.6 | 33.3% | 8. Weighted Average Shares Outstanding This note details weighted average common shares outstanding for basic and diluted EPS, including anti-dilutive exclusions Weighted Average Shares Outstanding (in millions of shares) | (amounts in millions of shares) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------ | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Weighted average common shares outstanding - basic | 151.6 | 147.4 | 4.2 | 2.8% | | Weighted average common shares outstanding - diluted | 151.7 | 148.0 | 3.7 | 2.5% | | (amounts in millions of shares) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Weighted average common shares outstanding - basic | 151.6 | 146.3 | 5.3 | 3.6% | | Weighted average common shares outstanding - diluted | 151.8 | 147.0 | 4.8 | 3.3% | - Anti-dilutive stock options and unvested restricted stock units excluded from diluted EPS calculation were 0.5 million and 0.6 million shares, respectively, for the three months ended June 30, 202569 9. Other Charges, Net This note outlines other charges, net, including acquisition-related expenses, litigation, restructuring, and IT costs Other Charges, Net (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Acquisition-related expenses, net | $2.8 | $17.5 | $(14.7) | -84.0% | | Acquisition-related litigation charges | $4.0 | $1.4 | $2.6 | 185.7% | | Restructuring charges | $2.9 | $1.2 | $1.7 | 141.7% | | Information technology transformation costs | $2.8 | $1.9 | $0.9 | 47.4% | | Other | $1.9 | $1.0 | $0.9 | 90.0% | | Other charges, net | $14.4 | $23.0 | $(8.6) | -37.4% | | (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Acquisition-related expenses, net | $9.0 | $21.6 | $(12.6) | -58.3% | | Acquisition-related litigation charges | $22.6 | $1.5 | $21.1 | 1406.7% | | Restructuring charges | $10.5 | $4.7 | $5.8 | 123.4% | | Information technology transformation costs | $5.8 | $2.7 | $3.1 | 114.8% | | Other | $3.4 | $3.4 | $0.0 | 0.0% | | Other charges, net | $51.3 | $33.9 | $17.4 | 51.3% | - The decrease in other charges, net for Q2 2025 was primarily due to lower acquisition-related expenses, partially offset by increased restructuring charges70 - The increase in other charges, net for H1 2025 was mainly driven by $22.6 million in acquisition-related litigation charges and higher restructuring costs70 10. Restructuring This note details restructuring costs and changes in reserves, including severance and exit costs, and future program expectations Restructuring Costs (in millions) | Restructuring Costs (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------------------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Cost of revenues | $4.4 | $4.9 | $(0.5) | -10.2% | | Other charges, net | $2.9 | $1.2 | $1.7 | 141.7% | | Total | $7.3 | $6.1 | $1.2 | 19.7% | | Restructuring Costs (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Cost of revenues | $7.0 | $8.6 | $(1.6) | -18.6% | | Other charges, net | $10.5 | $4.7 | $5.8 | 123.4% | | Total | $17.5 | $13.3 | $4.2 | 31.6% | Changes in Restructuring Reserves (in millions) | Changes in Restructuring Reserves (in millions) | Total | Severance | Exit Costs | | :---------------------------------------------- | :---- | :-------- | :--------- | | Balance at December 31, 2024 | $7.2 | $4.6 | $2.6 | | Restructuring charges | $13.7 | $11.6 | $2.1 | | Cash payments | $(12.1) | $(7.8) | $(4.3) | | Other, non-cash adjustments and foreign currency effect | $0.9 | $0.8 | $0.1 | | Balance at June 30, 2025 | $9.7 | $9.2 | $0.5 | - In Q2 2025, the Company initiated a corporate-wide restructuring program across multiple functions and geographies, with additional charges anticipated in Q3 and Q4 2025, expected to be completed by 202674 11. Interest and Other Income (Expense), Net This note presents interest and other income (expense), net, including interest, impairment of investments, and foreign currency Interest and Other Income (Expense), Net (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Interest income | $2.7 | $2.4 | $0.3 | 12.5% | | Interest expense | $(15.7) | $(15.7) | $0.0 | 0.0% | | Impairment of minority investments | $0.0 | $(20.2) | $20.2 | -100.0% | | Exchange gains (losses), net on foreign currency transactions | $1.4 | $9.0 | $(7.6) | -84.4% | | Other income | $0.2 | $0.3 | $(0.1) | -33.3% | | Interest and other income (expense), net | $(11.4) | $(24.2) | $12.8 | -52.9% | | (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Interest income | $5.8 | $5.0 | $0.8 | 16.0% | | Interest expense | $(28.8) | $(20.7) | $(8.1) | 39.1% | | Impairment of minority investments | $(1.9) | $(20.2) | $18.3 | -90.6% | | Exchange gains (losses), net on foreign currency transactions | $5.7 | $17.9 | $(12.2) | -68.2% | | Other income | $1.1 | $0.6 | $0.5 | 83.3% | | Interest and other income (expense), net | $(18.1) | $(17.4) | $(0.7) | 4.0% | 12. Provision for Income Taxes This note details income tax provision (benefit) and effective tax rates, including impacts from jurisdictional mix and new legislation Provision for Income Taxes (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Income tax provision (benefit) | $(3.1) | $16.1 | $(19.2) | -119.3% | | Effective tax rates | Not meaningful | 67.4% | N/A | N/A | | (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :-------------- | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Income tax provision (benefit) | $5.6 | $35.9 | $(30.3) | -84.4% | | Effective tax rates | 21.9% | 37.6% | -15.7% | -41.7% | - The effective tax rate for Q2 2025 was not meaningful due to one-time favorable discrete events, while for H1 2025, it decreased to 21.9% from 37.6% in H1 2024, primarily due to changes in jurisdictional mix and net favorable discrete activities76 - The OECD Pillar Two Framework Model Rules increased the effective tax rate by 2.3% for the six months ended June 30, 202580 - New legislation, including the U.S. One Big Beautiful Bill Act (OBBBA) and a gradual reduction in Germany's corporate income tax rate, will be assessed and recorded in Q3 20258182 13. Inventories This note provides a breakdown of inventories, including raw materials, work-in-process, finished goods, and demonstration units Inventories (in millions) | Inventories (in millions) | June 30, 2025 | December 31, 2024 | Change (Millions) | Change (%) | | :------------------------ | :------------ | :---------------- | :---------------- | :--------- | | Raw materials | $427.4 | $388.7 | $38.7 | 10.0% | | Work-in-process | $394.0 | $348.9 | $45.1 | 12.9% | | Finished goods | $273.2 | $228.5 | $44.7 | 19.6% | | Demonstration units | $123.7 | $101.7 | $22.0 | 21.6% | | Total Inventories | $1,218.3 | $1,067.8 | $150.5 | 14.1% | - Finished goods inventory-in-transit increased from $53.6 million at December 31, 2024, to $77.9 million at June 30, 202583 14. Other Current Assets This note details other current assets, including unbilled receivables, income taxes receivable, prepaid expenses, and derivatives Other Current Assets (in millions) | Other Current Assets (in millions) | June 30, 2025 | December 31, 2024 | Change (Millions) | Change (%) | | :--------------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Unbilled receivables | $112.4 | $93.6 | $18.8 | 20.1% | | Income and other taxes receivable | $99.4 | $34.5 | $64.9 | 188.1% | | Prepaid expenses | $49.7 | $35.1 | $14.6 | 41.6% | | Deposits with vendors | $32.8 | $26.1 | $6.7 | 25.7% | | Interest rate cross-currency swap agreements | $7.3 | $10.7 | $(3.4) | -31.8% | | Lease receivable | $4.3 | $7.6 | $(3.3) | -43.4% | | Other assets | $23.9 | $28.9 | $(5.0) | -17.3% | | Total Other current assets | $329.8 | $236.5 | $93.3 | 39.4% | 15. Debt This note outlines debt obligations, including term loans, senior notes, revolving credit facilities, and covenant compliance Debt Obligations (in millions) | Debt Obligations (in millions) | June 30, 2025 | December 31, 2024 | Change (Millions) | Change (%) | | :----------------------------- | :------------ | :---------------- | :---------------- | :--------- | | 2024 term loan agreements | $554.0 | $489.4 | $64.6 | 13.2% | | 2019 term loan agreement | $255.8 | $263.3 | $(7.5) | -2.8% | | Note Purchase Agreements (NPA – Senior notes) | $1,461.7 | $1,264.8 | $196.9 | 15.6% | | CHF revolving loan | $122.1 | $27.5 | $94.6 | 344.0% | | Other loans | $15.2 | $11.9 | $3.3 | 27.7% | | Unamortized debt issuance costs | $(2.8) | $(3.1) | $0.3 | -9.7% | | Total notes and loans outstanding | $2,416.0 | $2,076.8 | $352.2 | 16.9% | | Finance lease obligations | $19.3 | $17.5 | $1.8 | 10.3% | | Total debt | $2,435.3 | $2,094.3 | $341.0 | 16.3% | | Current portion of long-term debt and finance lease obligations | $(55.7) | $(32.5) | $(23.2) | 71.4% | | Total long-term debt, less current portion | $2,379.6 | $2,061.8 | $317.8 | 15.4% | - The Company's total debt increased by $341.0 million to $2,435.3 million at June 30, 2025, from $2,094.3 million at December 31, 202485 - Proceeds from long-term debt for the six months ended June 30, 2025, were $2.9 million, significantly lower than $805.7 million in the prior year, while repayments were $22.3 million88 - As of June 30, 2025, the Company had $777.2 million available under its $900.0 million revolving credit facility and was in compliance with all debt covenants89 16. Fair Value of Financial Instruments This note presents the fair value of financial instruments, categorizing assets and liabilities by Level 1, 2, and 3 inputs Financial Instruments at Fair Value (in millions) | Financial Instruments at Fair Value (in millions) | June 30, 2025 Total | Level 1 | Level 2 | Level 3 | | :---------------------------------------------- | :------------------ | :------ | :------ | :------ | | Assets: | | | | | | Time deposits and money market funds | $0.6 | $0.6 | $0.0 | $0.0 | | Interest rate and cross-currency swap agreements | $9.2 | $0.0 | $9.2 | $0.0 | | Forward currency contracts | $0.2 | $0.0 | $0.2 | $0.0 | | Total assets recorded at fair value | $10.0 | $0.6| $9.4| $0.0| | Liabilities: | | | | | | Contingent consideration | $13.9 | $0.0 | $0.0 | $13.9 | | Hybrid instruments liabilities | $83.6 | $0.0 | $0.0 | $83.6 | | Interest rate and cross-currency swap agreements | $42.8 | $0.0 | $42.8 | $0.0 | | Forward currency contracts | $3.3 | $0.0 | $3.3 | $0.0 | | Equity interest purchase option liability | $17.0 | $0.0 | $0.0 | $17.0 | | Total liabilities recorded at fair value | $160.6 | $0.0| $46.1| $114.5| - The majority of assets measured at fair value are Level 2 (interest rate and cross-currency swap agreements, forward currency contracts), while most liabilities are Level 3 (contingent consideration, hybrid instruments liabilities, equity interest purchase option liability)90 17. Derivative Instruments and Hedging Instruments This note describes the company's use of derivative instruments for hedging foreign exchange, interest rate, and commodity risks - Bruker uses cross-currency interest rate swap agreements and long-term debt as net investment hedges to manage foreign exchange rate risk from non-U.S. operations92 - Interest rate risk on variable rate debt is managed through cross-currency interest rate swaps designated as cash flow hedges94 - Commodity hedge contracts are used to minimize volatility from copper price fluctuations on copper-based superconductor sales95 Derivatives (in millions) | Derivatives (in millions) | June 30, 2025 Notional (in USD) | June 30, 2025 Fair Value | December 31, 2024 Notional (in USD) | December 31, 2024 Fair Value | | :------------------------ | :------------------------------ | :----------------------- | :-------------------------------- | :----------------------- | | Designated as hedging instruments | $1,916.5 | $(249.8) | $1,716.3 | $(3.9) | | Not designated as hedging instruments | $1,009.5 | $(3.1) | $920.5 | $5.5 | | Total derivatives | $2,926.0 | $(252.9) | $2,636.8 | $1.6 | Gain (Loss) in Interest and Other Income (Expense), Net (in millions) | Gain (Loss) in Interest and other income (expense), net (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Derivatives not designated as hedging instruments | $(25.3) | $(6.9) | $(20.9) | $(6.2) | | Derivatives designated as cash flow hedging instruments | $1.8 | $2.6 | $3.7 | $5.3 | | Derivatives designated as net investment hedging instruments | $3.0 | $4.0 | $6.2 | $8.2 | | Total | $(22.3) | $(2.9) | $(14.7) | $2.0 | 18. Contingent Consideration This note details contingent consideration liabilities, including changes in fair value and recognition in acquisition expenses Contingent Consideration Liabilities (in millions) | Contingent Consideration Liabilities (in millions) | Amount | | :------------------------------------------------- | :----- | | Balance at December 31, 2024 | $17.3 | | Current period adjustments | $0.9 | | Current period settlements | $(5.0) | | Foreign currency effect | $0.7 | | Balance at June 30, 2025 | $13.9 | - Changes in fair value of contingent consideration are recognized in 'Acquisition-related expenses, net' within 'Other Charges, net'98 19. Hybrid instruments liabilities This note explains hybrid instrument liabilities related to noncontrolling interests, including valuation methods and inputs Hybrid Instruments Liability (in millions) | Hybrid Instruments Liability (in millions) | Amount | | :--------------------------------------- | :----- | | Balance at December 31, 2024 | $78.1 | | Current period adjustments | $1.7 | | Foreign currency effect | $3.8 | | Balance at June 30, 2025 | $83.6 | - Hybrid instrument liabilities relate to agreements with noncontrolling interest holders, granting the Company the right to purchase and holders the right to sell remaining ownership at contractually defined redemption values99 - Valuation of hybrid instrument liabilities uses Level 3 unobservable inputs, including Revenue Risk Premium (1.6% - 12.6%) and EBITDA Risk Premium (10.1% - 25.1%)100 20. Commitments and Contingencies This note discusses the company's legal matters, claims, governmental investigations, and a significant litigation settlement - The accrual for legal matters deemed probable and estimable decreased from $86.0 million at December 31, 2024, to $27.3 million at June 30, 2025104 - In May 2025, the Company settled litigation with 10x Genomics, Inc. related to NanoString's products, agreeing to pay $68.0 million in four quarterly installments and ongoing royalties, resolving lawsuits in multiple countries106 21. Shareholders' Equity This note provides information on shareholders' equity, including common stock, repurchase programs, and stock-based compensation - As of June 30, 2025, the Company had 151,715,927 shares of common stock outstanding107 - The 2023 Share Repurchase Program, authorizing up to $500.0 million, expired in May 2025 with $359.9 million remaining, and the Company repurchased $10.0 million of common stock during the six months ended June 30, 2025109110 - The Bruker Corporation 2026 Incentive Compensation Plan was approved in May 2025, effective February 19, 2026, authorizing the issuance of up to 12,000,000 shares of common stock for various awards114 Stock-Based Compensation Expense (in millions) | Stock-Based Compensation Expense (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Stock options | $0.5 | $0.4 | $1.0 | $0.9 | | Restricted stock units | $4.8 | $4.4 | $9.5 | $8.6 | | Employee Stock Purchase Plan | $0.4 | $0.3 | $0.8 | $0.5 | | Total stock-based compensation expense | $5.7 | $5.1 | $11.3 | $10.0 | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section discusses Bruker Corporation's financial condition and results of operations, covering consolidated results, non-GAAP measures, segment performance, liquidity, and capital resources Overview This overview describes Bruker's global business as a scientific instrument developer and highlights factors influencing operating results - Bruker is a global developer, manufacturer, and distributor of high-performance scientific instruments and analytical/diagnostic solutions for life and materials exploration at microscopic, molecular, and cellular levels121 - The company's operating results can fluctuate due to factors such as supply chain challenges, working capital needs, capital investments, tax/accounting rule changes, foreign currency exchange rates, commodity prices, geopolitical tensions, and the timing of customer orders and governmental programs119123 Consolidated Results This section presents the company's GAAP financial performance, including revenue, gross profit, operating income, and cash flow GAAP Financial Measures (in millions) | GAAP Financial Measures (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------------ | :------------------------------- | :------------------------------- | :-------------------- | :------------- | | Revenue | $797.4 | $800.7 | $(3.3) | -0.4% | | Gross Profit | $357.9 | $384.6 | $(26.7) | -6.9% | | Gross Profit Margin | 44.9% | 48.0% | -3.1% | -6.5% | | Operating Income | $11.9 | $48.1 | $(36.2) | -75.3% | | Operating Income Margin | 1.5% | 6.0% | -4.5% | -75.0% | | Net cash provided by (used by) operating activities | $(127.5) | $1.1 | $(128.6) | -11690.9% | | GAAP Financial Measures (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change (Millions) | YoY Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :------------- | | Revenue | $1,598.8 | $1,522.4 | $76.4 | 5.0% | | Gross Profit | $749.1 | $737.4 | $11.7 | 1.6% | | Gross Profit Margin | 46.9% | 48.4% | -1.5% | -3.1% | | Operating Income | $43.7 | $112.9 | $(69.2) | -61.3% | | Operating Income Margin | 2.7% | 7.4% | -4.7% | -63.5% | | Net cash provided by (used by) operating activities | $(62.5) | $22.9 | $(85.4) | -372.9% | [Non-GAAP Financia