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Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
5.
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, 2024

 

$

221.2

 

 

$

716.0

 

 

$

569.8

 

 

$

0.3

 

 

$

1,507.3

 

Current period additions

 

 

 

 

 

49.0

 

 

 

 

 

 

 

 

 

49.0

 

Current period impairment charges

 

 

(42.5

)

 

 

 

 

 

(54.0

)

 

 

 

 

 

(96.5

)

Current period adjustments

 

 

 

 

 

0.1

 

 

 

(0.3

)

 

 

 

 

 

(0.2

)

Foreign currency effect

 

 

23.8

 

 

 

56.1

 

 

 

10.4

 

 

 

 

 

 

90.3

 

Balance at September 30, 2025

 

$

202.5

 

 

$

821.2

 

 

$

525.9

 

 

$

0.3

 

 

$

1,549.9

 

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 four 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 those reporting units as of 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. The other two reporting units that were tested for impairment passed the impairment test with significant headroom. As a result, during the three and nine months ended September 30, 2025, the Company recorded a goodwill impairment charge of $96.5 million on the unaudited condensed consolidated statements of operations, which represented the amount by which the carrying value of the BSB and AUT reporting units exceeded their respective fair values.

 

In determining the fair value of the reporting units, the Company 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. The significant assumptions in the discounted cash flow models included, but were not limited to, discount rates ranging from 11% to 19% and revenue growth rates and operating margin targets consistent with the Company’s other significant businesses. These assumptions were developed in light of current market conditions and future expectations which included, but were not limited to, new product and service developments, impact of competition, and future economic conditions. These estimates and assumptions represented a Level 3 measurement because they were supported by little or no market activity and reflected the Company’s assumptions in measuring fair value.

The Company will continue to monitor these circumstances, such as current macroeconomic conditions and uncertainties described below. 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):

 

September 30, 2025

 

 

December 31, 2024

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Existing technology and related patents

 

$

777.2

 

 

$

(343.3

)

 

$

433.9

 

 

$

724.5

 

 

$

(291.3

)

 

$

433.2

 

Customer relationships

 

 

594.8

 

 

 

(158.2

)

 

 

436.6

 

 

 

550.6

 

 

 

(125.6

)

 

 

425.0

 

Trade names

 

 

65.3

 

 

 

(23.2

)

 

 

42.1

 

 

 

60.9

 

 

 

(16.1

)

 

 

44.8

 

Other

 

 

18.0

 

 

 

(11.7

)

 

 

6.3

 

 

 

16.5

 

 

 

(7.0

)

 

 

9.5

 

Intangible assets

 

$

1,455.3

 

 

$

(536.4

)

 

$

918.9

 

 

$

1,352.5

 

 

$

(440.0

)

 

$

912.5

 

For the three months ended September 30, 2025, and 2024, the Company recorded amortization expense of $30.3 million and $28.8 million, respectively, related to intangible assets subject to amortization. For the nine months ended September 30, 2025, and 2024, the Company recorded amortization expense of $89.1 million and $70.1 million, respectively, related to intangible assets subject to amortization.

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 operating expenses in the unaudited condensed consolidated statements of operations for the difference between the fair value and carrying value of the asset. During the three and nine months ended September 30, 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 10, 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 three and nine months ended September 30, 2025, the Company recognized impairment charges in cost of product revenue of $12.6 million and $18.3 million, respectively, and impairment charges in other (gains) charges, net of $10.3 million and $11.8 million, respectively.

The following table summarizes the intangible assets impairment charges by reportable segment for the periods reported (amounts in millions):

 

 

 

Three Months Ended September 30, 2025

 

 

Nine Months Ended September 30, 2025

 

BSI BioSpin

 

 

 

 

 

 

Existing technology and related patents

 

$

2.2

 

 

$

2.2

 

Customer relationships

 

 

2.4

 

 

 

2.4

 

Total BSI BioSpin

 

 

4.6

 

 

 

4.6

 

BSI CALID

 

 

 

 

 

 

Existing technology and related patents

 

 

2.1

 

 

 

7.7

 

Customer relationships

 

 

 

 

0.5

 

Trade names

 

 

 

 

0.7

 

Total BSI CALID

 

 

2.1

 

 

 

8.9

 

BSI NANO

 

 

 

 

 

 

Existing technology and related patents

 

 

8.3

 

 

 

8.4

 

Customer relationships

 

 

7.4

 

 

 

7.4

 

Trade names

 

 

0.5

 

 

 

0.8

 

Total BSI NANO

 

 

16.2

 

 

 

16.6

 

Total impairment charges

 

$

22.9

 

 

$

30.1

 

The Company recorded an immaterial impairment charge for one of its technology intangible assets during the three and nine months ended September 30, 2024, in connection with a global restructuring program to reduce personnel costs affecting the BSI BioSpin, BSI NANO and BSI CALID Segments that was announced in April 2024.

Current macroeconomic conditions and uncertainties, including inflationary pressures, changes to trade and tariff policies, customs duties imposed or that may be imposed by the new presidential administration in the U.S., 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.