XML 18 R12.htm IDEA: XBRL DOCUMENT
v3.25.1

Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2025
Business Combinations [Abstract] |
Acquisitions | 3. Acquisitions During the three months ended March 31, 2025, the Company did not complete any acquisitions. During the year ended December 31, 2024, the Company completed various acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses. The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. 2024 acquisitions: The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):
|  | NanoString Technologies |  | ELITechGroup |  | Chemspeed Technologies |  | Other |  | 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 |  |  | 38.8 |  |  | 31.6 |  |  | 46.6 |  |  | 31.2 |  |  | 148.2 |
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 |  |  | 54.0 |  |  | 193.3 |  |  | 27.9 |  |  | 42.6 |  |  | 317.8 |
Customer relationships |  |  | 38.0 |  |  | 236.3 |  |  | 51.5 |  |  | 8.5 |  |  | 334.3 |
Backlog |  |  | — |  |  | 0.5 |  |  | 9.4 |  |  | 4.9 |  |  | 14.8 |
Trade name |  |  | 14.0 |  |  | 12.3 |  |  | 4.8 |  |  | 3.1 |  |  | 34.2 |
Goodwill |  |  | 253.5 |  |  | 501.1 |  |  | 127.8 |  |  | 75.6 |  |  | 958.0 |
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 |
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 | 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 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
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 20, Commitments and Contingencies for more details on these litigations. | Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l,, and Eliman 2 S.à r.l, and their 100% interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”). | Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”).
In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the intangible assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology. For the acquisition of ELITechGroup, the cash flow projections for the customer relationships included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates and the cash flow projections for the technology included significant judgments and assumptions related to revenue growth rates, royalty rates, obsolescence rates and discount rates. The following table presents estimated useful life for the acquired intangible assets as determined by the Company:
|  | NanoString Technologies |  | ELITechGroup |  | Chemspeed Technologies (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. The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill for ELITechGroup or Chemspeed to be deductible for tax purposes. The Company expects the amounts allocated to goodwill for NanoString to be deductible for tax purposes. In the first quarter of 2025, the Company finalized its determination of the fair value of the identifiable assets acquired and liabilities assumed for the Chemspeed acquisition. 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 closing of the acquisition for the NanoString and ELITechGroup acquisitions. For NanoString, the Company recorded certain measurement period adjustments relating to the provisional amounts recorded for intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions in the first quarter of 2025 and the fourth quarter of 2024. The related impact to the consolidated statements of operations that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date was a reduction of $0.6 million in amortization expense recorded during the first quarter of 2025. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. 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 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 |
For the period from the date of acquisition through December 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company from the other acquisitions listed in table above were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included. The table below summarizes information on certain of the Company’s other acquisitions in 2024:
| 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.
Acquired interest | 100% | 100%
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 $23.0 million if certain revenue and non-revenue milestones are achieved through 2026. | Cash consideration is subject to adjustments of up to $10.0 million if certain revenue and EBITDA targets are met through 2025.
The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:
|  | Nion, LLC (a) |  | Spectral Instruments Imaging LLC
Intangible Asset — Technology |  | 7 years |  | 6 years
Intangible Asset — Tradenames |  | 7 years |  | not applicable
Intangible Asset — Customer relationships |  | 15 years |  | 14 years
a) The Company expects to amortize backlog through the fourth quarter of 2027. The amortization period for the intangible assets acquired for the Company’s other acquisitions is seven to eleven years for the technology, eleven to fifteen for customer relationships and twelve years for tradenames. The fair values of the trade name and technology of certain acquisitions were not material and were expensed in full during 2024. The Company 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 adjustments will be 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 $259.5 million and pre-tax losses totaling $108.0 million. Pre-tax losses include purchased intangible amortization and step up inventory costs rela ted to the acquisitions as well as acquisition-related expenses, which are recorded within “Other charges, net” in the consolidated statements of operations. Acquisition-related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries. Supplemental Pro Forma Information The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the material acquisitions of ELITechGroup and Chemspeed had been completed on January 1, 2024 (in millions):
|  | Year ended December 31, 2024 |
|  | Before Adjustments |  |  | Pro forma Adjustments |  |  | After Adjustments |
Revenue |  | $ | 3,426.0 |  |  | $ | — |  |  | $ | 3,426.0 |
Net income (loss) |  | $ | 115.3 |  |  | $ | (15.7 | ) |  | $ | 99.6 |
The revenue and net income (loss) results for all 2024 acquisitions are included in the consolidated financial statements for the three months ended, March 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 that could impact the Company's consolidated net income include the following (in millions):
|  | December 31, 2024 |
Net increase in amortization and depreciation expense associated with tangible and intangible assets |  | $ | (2.4 | )
Net increase in interest expense |  |  | (13.3 | )
Total pro forma adjustments - net loss |  | $ | (15.7 | )
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. See Note 22, Subsequent Events, for information related to an additional acquisition completed by the Company subsequent to March 31, 2025.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration