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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2024
Acquisitions |
Pro forma adjustments that impact net income (loss) | The pro forma adjustments that impact net income (loss) include the following (in millions):
|  | Year ended December 31, 2024 |
|  | 2024 |  |  | 2023 |
Net (increase) in amortization and depreciation expense associated with tangible and intangible assets |  | $ | (2.4 | ) |  | $ | (48.3 | )
Net (increase) in interest expense |  |  | (13.3 | ) |  |  | (40.0 | )
Total pro forma adjustments - net income (loss) |  | $ | (15.7 | ) |  | $ | (88.3 | )
2024 Acquisitions |
Acquisitions |
Schedule of Consideration Transferred, Allocation to Identifiable Assets Acquired and Liabilities Assumed and Respective Reporting Segment for Each Acquisitions | The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):
|  | NanoString Technologies |  | ELITechGroup |  | Chemspeed Technologies AG |  | Other |  | Total |
Consideration Transferred: |  |  |  |  |  |  |  |  |  |  |
Cash paid |  | $ | 392.6 |  | $ | 951.9 |  | $ | 175.4 |  | $ | 128.9 |  | $ | 1,648.8 |
Cash acquired |  |  | (0.5 | ) |  | (43.4 | ) |  | (0.6 | ) |  | (8.1 | ) |  | (52.6 | )
Fair value of contingent consideration |  |  | — |  |  | — |  |  | — |  |  | 13.4 |  |  | 13.4 |
Working capital and other closing adjustments |  |  | — |  |  | 22.7 |  |  | — |  |  | 3.5 |  |  | 26.2 |
Total consideration transferred, net of cash acquired |  | $ | 392.1 |  | $ | 931.2 |  | $ | 174.8 |  | $ | 137.7 |  | $ | 1,635.8 |
Allocation of Consideration Transferred: |  |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 16.8 |  | $ | 30.6 |  | $ | 7.0 |  | $ | 3.9 |  | $ | 58.3 |
Inventories |  |  | 38.5 |  |  | 31.6 |  |  | 46.6 |  |  | 31.2 |  |  | 147.9 |
Other current assets |  |  | 8.9 |  |  | 15.7 |  |  | 1.4 |  |  | 3.1 |  |  | 29.1 |
Property, plant and equipment |  |  | 31.0 |  |  | 36.2 |  |  | 1.8 |  |  | 1.4 |  |  | 70.4 |
Other assets |  |  | 23.1 |  |  | 41.3 |  |  | 17.3 |  |  | 9.7 |  |  | 91.4 |
Intangible assets: |  |  |  |  |  |  |  |  |  |  |
Technology |  |  | 53.0 |  |  | 193.3 |  |  | 27.9 |  |  | 42.6 |  |  | 316.8 |
Customer relationships |  |  | 39.0 |  |  | 236.3 |  |  | 51.5 |  |  | 8.5 |  |  | 335.3 |
Backlog |  |  | — |  |  | 0.5 |  |  | 9.4 |  |  | 4.9 |  |  | 14.8 |
Trade name |  |  | 14.0 |  |  | 12.3 |  |  | 4.8 |  |  | 3.1 |  |  | 34.2 |
Goodwill |  |  | 253.8 |  |  | 501.1 |  |  | 127.8 |  |  | 75.6 |  |  | 958.3 |
Deferred taxes (net) |  |  | 4.8 |  |  | (100.8 | ) |  | (14.0 | ) |  | (3.2 | ) |  | (113.2 | )
Liabilities assumed |  |  | (90.8 | ) |  | (66.9 | ) |  | (106.7 | ) |  | (43.1 | ) |  | (307.5 | )
Total consideration allocated |  | $ | 392.1 |  | $ | 931.2 |  | $ | 174.8 |  | $ | 137.7 |  | $ | 1,635.8 |
Summary of Information on Acquisitions to 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 AG
Acquisition date | May 6, 2024 | April 30, 2024 | March 6, 2024
Bruker segment | BSI NANO | BSI CALID | BSI BBIO
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 contribute 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
Acquired interest | 100% | 100% | 100%
Business/technology acquired | Substantially all of the assets and rights associated with the business of NanoString Technologies including the equity interests of the six subsidiaries (collectively, “NanoString”). The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations. Included in the liabilities assumed as of the acquisition date is $44.7 M determined in accordance with ASC Topic 450. Refer to Note 26, Commitments and Contingencies for more details on these litigations. | Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l,, and Eliman 2 S.à r.l, and their 100% interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”). | Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”).
Schedule of Estimated Useful Life for the Acquired Intangible Assets | The following table presents estimated useful life for the acquired intangible assets as determined by the Company:
|  | NanoString Technologies |  | ELITechGroup |  | Chemspeed Technologies AG (a)
Intangible Asset — Technology |  | 12 years |  | 4 to 14 years |  | 7 years
Intangible Asset — Tradenames |  | 12 years |  | 6 years |  | 10 years
Intangible Asset — Customer relationships |  | 15 years |  | 5 to 15 years |  | 15 years
(a) The Company expects to amortize backlog through the first quarter of 2026.
2023 Acquisitions |
Acquisitions |
Schedule of Consideration Transferred, Allocation to Identifiable Assets Acquired and Liabilities Assumed and Respective Reporting Segment for Each Acquisitions | The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2023 acquisitions (in millions):
|  | PhenomeX Inc. |  |  | Biognosys, AG |  |  | Other |  |  | Total |
Consideration Transferred: |  |  |  |  |  |  |  |  |  |  |  |
Cash paid |  | $ | 121.2 |  | (a) | $ | 73.6 |  | (b) | $ | 47.8 |  |  | $ | 242.6 |
Cash acquired |  |  | (11.8 | ) |  |  | (9.5 | ) |  |  | (1.6 | ) |  |  | (22.9 | )
Holdback |  |  | — |  |  |  | 0.2 |  |  |  | 1.0 |  |  |  | 1.2 |
Fair value of hybrid financial instruments – founders |  |  | — |  |  |  | — |  |  |  | 36.1 |  |  |  | 36.1 |
Fair value of redeemable noncontrolling interest – other shareholders |  |  | — |  |  |  | 2.5 |  |  |  | 10.1 |  |  |  | 12.6 |
Fair value of contingent consideration |  |  | — |  |  |  | — |  |  |  | 2.9 |  |  |  | 2.9 |
Total consideration transferred |  | $ | 109.4 |  |  | $ | 66.8 |  |  | $ | 96.3 |  |  | $ | 272.5 |
Allocation of Consideration Transferred: |  |  |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 5.6 |  |  | $ | 3.6 |  |  | $ | 1.9 |  |  | $ | 11.1 |
Inventories |  |  | 42.1 |  |  |  | 0.4 |  |  |  | 2.5 |  |  |  | 45.0 |
Other current assets |  |  | 7.6 |  |  |  | 0.9 |  |  |  | 2.1 |  |  |  | 10.6 |
Property, plant and equipment |  |  | 33.5 |  |  |  | 8.0 |  |  |  | 0.6 |  |  |  | 42.1 |
Deferred tax assets |  |  | 182.7 |  |  |  | — |  |  |  | — |  |  |  | 182.7 |
Other assets |  |  | 24.3 |  |  |  | 4.3 |  |  |  | 4.3 |  |  |  | 32.9 |
Intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Technology |  |  | 24.0 |  |  |  | 10.2 |  |  |  | 27.6 |  |  |  | 61.8 |
Customer relationships |  |  | 8.0 |  |  |  | 13.8 |  |  |  | 7.5 |  |  |  | 29.3 |
Trade name |  |  | — |  |  |  | 2.7 |  |  |  | 2.7 |  |  |  | 5.4 |
Backlog |  |  | — |  |  |  | 0.8 |  |  |  | 0.2 |  |  |  | 1.0 |
Goodwill |  |  | — |  |  |  | 47.5 |  |  |  | 66.7 |  |  |  | 114.2 |
Liabilities assumed |  |  | (74.3 | ) |  |  | (25.4 | ) | (b) |  | (19.8 | ) |  |  | (119.5 | )
Total consideration allocated |  | $ | 253.5 |  |  | $ | 66.8 |  |  | $ | 96.3 |  |  | $ | 416.6 |
Bargain purchase gain |  | $ | 144.1 |  |  |  | — |  |  |  | — |  |  | $ | 144.1 |
(a) Total cash consideration consisted of $107.2 million for the acquisition of the outstanding stock including an $8.0 million payment to settle an employee award, and settlement of a $14.0 million note previously issued by the Company to PhenomeX during 2023. (b) This amount includes an assumed liability for vested employee awards of $6.3 million on the acquisition date which was settled in the post-closing period ended March 31, 2023, for Biognosys, AG.
Summary of Information on Acquisitions to Company's Financial Statements | The table below summarizes information on the acquisition material to the Company’s financial statements in 2023:
| PhenomeX Inc. (a)
Acquisition date | October 2, 2023
Bruker segment | BSI NANO
Activity of acquired business | PhenomeX is a life science tools company with a focus on functional cell biology. Their products and services provide customers with, among other offerings, Optofluidic platforms such as the Beacon, Beacon Select and Beacon Quest as well as Proteomic Barcoding Platforms, such as the IsoLight System and the IsoSpark System. The acquisition complements the Company's cellular and sub-cellular analysis tools including our high-performance spatial biology platform.
Location | California, U.S.A.
Acquired interest | 100%
Business/technology acquired | Outstanding stock of PhenomeX Inc. (“PhenomeX”)
(a) The Company renamed PhenomeX to Bruker Cellular Analytics (“BCA”) following acquisition.
Schedule of Estimated Useful Life for the Acquired Intangible Assets | The following table presents estimated useful life for the acquired intangible assets as determined by the Company:
|  | PhenomeX Inc.
Intangible Asset — Technology |  | 12 years
Intangible Asset — Customer relationships |  | 15 years
Other 2023 Acquisitions |
Acquisitions |
Schedule of Consideration Transferred, Allocation to Identifiable Assets Acquired and Liabilities Assumed and Respective Reporting Segment for Each Acquisitions | The following table reflects the consideration transferred and the respective reportable segment for certain other acquisitions (in millions):
|  | Date Acquired |  | Segment |  | Total Consideration, net of Cash Acquired |  |  | Cash Consideration |
Zontal Inc. |  | May 4, 2023 |  | BSI BioSpin |  | $ | 33.5 |  |  | $ | 14.8 |
Other (In aggregate) |  | Various |  | Various |  |  | 62.8 |  |  |  | 33.0 |
|  |  |  |  |  | $ | 96.3 |  |  | $ | 47.8 |
Summary of Information on Acquisitions to Company's Financial Statements | The table below summarizes information on the Company’s certain other acquisitions in 2023:
| Biognosys, AG
Acquisition date | January 3, 2023
Bruker segment | BSI CALID
Activity of acquired business | Mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development.
Location | Zurich, CH
Acquired interest | 97.15%
Business/technology acquired | Outstanding stock of Biognosys, AG and its wholly owned subsidiary (collectively, “Biognosys”)
Additional acquisition agreements | Concurrent with the acquisition, 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 2.85% of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028. The option price to acquire the remaining 2.85% equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment. The fair value at acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services.
Schedule of Estimated Useful Life for the Acquired Intangible Assets | The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2023 as determined by the Company:
|  | Biognosys, AG (a)
Intangible Asset — Technology |  | 7 years
Intangible Asset — Tradenames |  | indefinite
Intangible Asset — Customer relationships |  | 9 years
a) The Company expects to amortize backlog through the end of 2025.
Other 2024 Acquisitions |
Acquisitions |
Schedule of Consideration Transferred, Allocation to Identifiable Assets Acquired and Liabilities Assumed and Respective Reporting Segment for Each Acquisitions | The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):
Name of Acquisition |  | Date Acquired |  | Segment |  | Total Consideration, net of Cash Acquired |  |  | Cash Consideration |  |
Nion, LLC |  | January 2, 2024 |  | BSI NANO |  | $ | 42.9 |  |  | $ | 37.4 |  |
Spectral Instruments Imaging LLC |  | February 1, 2024 |  | BSI BBIO |  |  | 28.8 |  |  |  | 29.0 |  |
Other (In aggregate) |  | Various |  | Various |  |  | 66.0 |  |  |  | 62.5 |  |
|  |  |  |  |  | $ | 137.7 |  |  | $ | 128.9 |  |
Summary of Information on Acquisitions to Company's Financial Statements | The table below summarizes information on certain of the Company’s other acquisitions in 2024:
| Spectral Instruments Imaging LLC | Nion, LLC
Activity of acquired business | Manufacturer of preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists. | Designer and manufacturer of high-end electron-optical instruments with diverse application to the needs of its customers.
Location | Arizona, U.S.A. | Washington, U.S.A.
Acquired interest | 100% | 100%
Business/technology acquired | Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”). | Outstanding share capital of Nion, LLC (“Nion”).
Contingent consideration | Cash consideration is subject to adjustments of up to $10.0 million if certain revenue and EBITDA targets are met through 2025. | Cash consideration is subject to adjustments of up to $23.0 million if certain revenue and non-revenue milestones are achieved through 2026.
Schedule of Estimated Useful Life for the Acquired Intangible Assets | The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:
|  | Spectral Instruments Imaging LLC |  | Nion, LLC (a)
Intangible Asset — Technology |  | 6 years |  | 7 years
Intangible Asset — Tradenames |  | not applicable |  | 7 years
Intangible Asset — Customer relationships |  | 14 years |  | 15 years
(a) The Company expects to amortize backlog through the fourth quarter of 2027.
PhenomeX, Inc. |
Acquisitions |
Schedule of Pro Forma Financial Statements | 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 PhenomeX, ELITechGroup and Chemspeed had been completed on January 1, 2023 (in millions):
|  | Year ended December 31, 2024 |  |  | Year ended December 31, 2023 |
|  | Before Adjustments |  |  | Pro forma Adjustments |  |  | After Adjustments |  |  | Before Adjustments |  |  | Pro forma Adjustments |  |  | After Adjustments |
Revenue |  | $ | 3,426.0 |  |  | $ | — |  |  | $ | 3,426.0 |  |  | $ | 3,318.5 |  |  | $ | — |  |  | $ | 3,318.5 |
Net income (loss) |  | $ | 115.3 |  |  | $ | (15.7 | ) |  | $ | 99.6 |  |  | $ | 168.4 |  |  | $ | (88.3 | ) |  | $ | 80.1 |

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