position, results of operations, comprehensive income, and cash flows have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.
At March 31, 2026, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, have not changed.
2.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 certain aspects of 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 the hedge accounting guidance that was issued prior to this ASU. 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 Company early adopted the ASU effective as of January 1, 2026, prospectively. The adoption did not have a material impact on the Company’s consolidated financial statements.
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.
During the three months ended March 31, 2026, and during the year ended December 31, 2025, the Company completed various acquisitions that collectively complemented 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 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
interest in Tofwerk was determined using the implied business economic value of the entity based on the terms of the acquisition of the additional 60.0% interest.
As a result of the transaction, the Company recognized 100% of the identifiable assets acquired and liabilities assumed of Tofwerk at their respective acquisition‑date fair values. The excess of the total consideration transferred, together with the fair value of the previously held interest, over the fair value of identifiable net assets acquired was recorded as goodwill.
The most significant identifiable intangible asset acquired was technology. The fair value of the technology and customer relationships intangible assets was estimated using a multi-period excess earnings method. The fair value of the tradename intangible asset was estimated using a relief from royalty method. The following table presents estimated useful life for the acquired intangible assets as determined by the Company:
|
|
|
|
|
Tofwerk |
Intangible Asset — Technology |
|
4 years |
Intangible Asset — Customer relationships |
|
7 years |
Intangible Asset — Tradename |
|
13 years |
The estimated useful life for the acquired technology intangible assets for the other acquisitions as determined by the Company was 3 years.
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 recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available at the time of the issuance of these financial statements for the Tofwerk acquisition and other acquisitions that occurred in the first quarter of 2026. 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 2026 acquired businesses
Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through March 31, 2026, include revenues of $13.0 million and pre-tax gains totaling $0.5 million. The tax effect of pre-tax gains incurred will be included in the related jurisdictional tax returns of the subsidiaries.
Supplemental Pro Forma Information for 2026 acquired businesses (unaudited)
The consolidated results for the quarter ended March 31, 2026, would not be materially different had the Tofwerk acquisition been completed on January 1, 2026, instead of January 6, 2026. The other acquisition completed during the quarter ended March 31, 2026 was not material to the Company. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the consolidated financial statements.
identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements. 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 $19.2 million and pre-tax losses totaling $2.4 million. Pre-tax losses include purchased intangible amortization related 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 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 the consolidated financial statements.
4.Minority and Equity-method Investments
2026
As of March 31, 2026, the aggregate amount of equity investments without readily determinable fair value using the measurement alternative was $25.9 million. During the three months ended March 31, 2026, the Company completed one minority investment. Total cash consideration for the investment was de minimis.
The Company acquired a minority equity interest in NovAliX in 2024 and concurrent with the transaction, the Company entered into an agreement with the remaining shareholders that provides the Company with the right to purchase, and the shareholders with the right to sell, the remaining ownership of NovAliX for cash at a contractually defined redemption value exercisable beginning in 2029 and ending in 2034 (the “put option liability”). The fair value of the put option liability was estimated to be $10.9 million as of March 31, 2026, and $11.0 million as of December 31, 2025. The fair value measurement of the liability as of March 31, 2026, and as of December 31, 2025, included significant unobservable inputs as follows:
|
|
|
|
Instrument |
Valuation Technique |
Unobservable Input |
Value |
Equity interest purchase option liability |
Discounted Cash Flow |
Revenue Risk Premium |
2.5% |
|
|
EBITDA Risk Premium |
9.8% |
Refer to Note 11, Interest and other income (expense), net, for information on impairment charges to write down the carrying value of a certain minority investment for the three months ended March 31, 2026.
2025
As of December 31, 2025, the aggregate amount of equity investments without a readily determinable fair value using the measurement alternative was $26.3 million. During the year ended December 31, 2025, the Company completed several minority investments. The following table reflects the consideration transferred (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Financial
Statement
Classification |
|
Date Acquired |
|
Total
Consideration |
|
|
Cash
Consideration |
|
Other minority investments |
|
Other long-term assets |
|
Various |
|
$ |
8.2 |
|
|
$ |
7.2 |
|
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 $20.0 million during the year ended December 31, 2025, of which $1.9 million was recorded during the three months ended March 31, 2025, to write down the carrying values of these investments. The impairment charges are included in Interest and other income (expense), net in the unaudited condensed consolidated statements of operations.
5.Goodwill and Intangible Assets
Goodwill
The following table sets forth the changes in the carrying amount of goodwill (in millions):
|
|
|
|
|
|
|
|
|
Balance at December 31, 2025 |
|
$ |
1,547.7 |
|
Current period additions |
|
|
36.4 |
|
Current period adjustments |
|
|
— |
|
Foreign currency effect |
|
|
(11.2 |
) |
Balance at March 31, 2026 |
|
$ |
1,572.9 |
|
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.
Subsequent to March 31, 2026, the Company completed the merger of the Bruker Spatial Biology division and the Bruker Cellular Analysis Business Unit, with Bruker Spatial Biology as the surviving division. This merger triggered an interim goodwill impairment test, and if there is any resulting impairment charge, it will be recorded in the second quarter of 2026.
Intangible Assets
The following is a summary of intangible assets (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Net Carrying
Amount |
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Net Carrying
Amount |
|
Existing technology and related patents |
|
$ |
817.8 |
|
|
$ |
(372.7 |
) |
|
$ |
445.1 |
|
|
$ |
787.3 |
|
|
$ |
(358.2 |
) |
|
$ |
429.1 |
|
Customer relationships |
|
|
593.8 |
|
|
|
(178.5 |
) |
|
|
415.3 |
|
|
|
594.6 |
|
|
|
(169.1 |
) |
|
|
425.5 |
|
Trade names |
|
|
68.7 |
|
|
|
(28.8 |
) |
|
|
39.9 |
|
|
|
67.9 |
|
|
|
(27.4 |
) |
|
|
40.5 |
|
Other |
|
|
18.0 |
|
|
|
(15.9 |
) |
|
|
2.1 |
|
|
|
18.1 |
|
|
|
(13.6 |
) |
|
|
4.5 |
|
Intangible assets |
|
$ |
1,498.3 |
|
|
$ |
(595.9 |
) |
|
$ |
902.4 |
|
|
$ |
1,467.9 |
|
|
$ |
(568.3 |
) |
|
$ |
899.6 |
|
For the three months ended March 31, 2026, and 2025, the Company recorded amortization expense of $32.5 million and $27.3 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 cost of revenue and 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 months ended March 31, 2026, the Company identified indicators of impairment due to the operating performance of certain asset groups and the decision to discontinue certain product lines due to restructurings plans as described in Note 10, Restructuring and Asset Impairments. In connection therewith, the Company determined that certain long-lived assets had net carrying values that were not recoverable and as result during the three months ended March 31, 2026, the Company recognized impairment charges of $0.7 million in cost of product revenue for existing technology and related patents intangible assets in the NANO segment, and $2.0 million in other charges, net for existing technology and related patents intangible assets in the CALID segment. During the three months ended March 31, 2025, the Company recognized a de minimis impairment charge to write off a trade name intangible asset which was no longer in use.
19. 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 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for more information on the Company’s policy on hybrid instruments liabilities.
The following table sets forth the changes in hybrid instruments liability (in millions):
|
|
|
|
|
|
|
|
|
Balance at December 31, 2025 |
|
$ |
19.6 |
|
Acquisitions |
|
|
— |
|
Current period adjustments |
|
|
0.1 |
|
Current period settlements |
|
|
— |
|
Foreign currency effect |
|
|
— |
|
Balance at March 31, 2026 |
|
$ |
19.7 |
|
The Level 3 fair value measurements of our hybrid instrument liabilities include the following significant unobservable inputs for the three months ended March 31, 2026:
|
|
|
|
Hybrid Instrument Liabilities |
Valuation Technique |
Unobservable Input |
Value |
Put / Call Options |
Option Pricing Model |
Revenue Risk Premium |
4.7% |
|
|
EBITDA Risk Premium |
11.7% |
20.Commitments and 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 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 March 31, 2026, and December 31, 2025, the accrual for several unresolved legal matters that are probable and estimable was $5.6 million and $5.4 million, respectively. In management’s opinion, the Company is not currently involved in any legal proceedings individually or in the aggregate that could materially adversely impact our operating results and cash flows.
In December 2025, the Company entered into a settlement and patent license agreement with AbCellera Biologics Inc. (“AbCellera”) and The University of British Columbia (“UBC”) resolving a previous patent litigation matter. The settlement included an agreement by the Company to pay $36.0 million to AbCellera in two equal installments over the first two quarters of 2026, as well as royalties on sales of the Company’s Beacon Optofluidic platform products in designated market segments until the expiration of the
applicable patents. As of March 31, 2026, the remaining unpaid portion of the settlement liability was $18.0 million and is expected to be paid by the end of the second quarter of 2026.
In May 2025, the Company entered into a settlement and global cross license agreements with 10x Genomics, Inc. (“10x”) resolving a previous patent litigation matter. The settlement included an agreement by the Company to pay $68.0 million to 10x in four quarterly installments beginning in the third quarter of 2025, as well as royalties on sales of the Company’s GeoMx Digital Spatial Profiler and CosMx Spatial Molecular Imager products until the expiration of the applicable patents. As of March 31, 2026, the remaining unpaid portion of the settlement liability was $15.8 million (plus accrued interest), and this was subsequently paid in April 2026.
At March 31, 2026, the Company had 183,127,676 shares issued and 152,223,088 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value).
Mandatory Convertible Preferred Stock
As of March 31, 2026, the Company had 2,760,000 shares of Series A mandatory convertible preferred stock outstanding or $693.7 million in aggregate liquidation preference (5,000,000 shares authorized with $0.01 par value). When, and if declared by the Company’s board of directors, dividends on the Series A mandatory convertible preferred stock are payable quarterly at a rate per annum equal to 6.375% on the liquidation preference of $250 per share. Dividends on the Series A mandatory convertible preferred stock are cumulative, and the Series A mandatory convertible preferred stock, unless previously converted or redeemed, will automatically convert into the Company’s common stock on September 1, 2028. Unless converted earlier in accordance with its terms, each share of Series A mandatory convertible preferred stock will automatically convert on the mandatory conversion date into between 6.9534 and 8.5179 shares of Common Stock, in each case, subject to customary anti-dilution adjustments. The number of shares of Common Stock issuable upon mandatory conversion will be determined based on the average volume weighted average price per share of Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 1, 2028. If upon mandatory conversion, the Board of Directors has not declared and paid all or any portion of the accumulated and unpaid dividends payable on the outstanding shares of the Series A mandatory convertible preferred stock, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of Bruker common stock having a market value generally equal to the amount of such undeclared, accumulated and unpaid dividends.
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 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.
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 $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. The 2023 Repurchase Program expired in May 2025 and has not been renewed. At March 31, 2026, the Company held 30,904,588 shares of treasury stock at cost.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 Quarterly Report on Form 10-Q 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:
•the impact of supply chain challenges on our business and operations;
•our cost savings initiatives;
•our working capital requirements and the sufficiency of our cash, borrowings and proceeds of indebtedness to fund our operations and investment activities;
•our plans to make capital investments;
•the impact of changes to tax and accounting rules, and changes in law;
•fluctuations in estimates impacting costs related to our self-funded health insurance plan;
•our expectations regarding backlog and revenue;
•our expectations and the impact of our restructuring initiatives or success of our acquisitions;
•the impact of our global IT transformation activities;
•the impact of foreign currency exchange rates and changes in commodity prices; and
•any other statements that address events or developments that the Company intends or believes will or may occur in the future.
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 our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q. 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:
•general economic conditions, including inflation, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, uncertain economic conditions in the United States and abroad, and additional tariffs, including those imposed or that may be imposed or changed by the current presidential administration in the U.S. and uncertainties relating to the same;
•geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, conflicts in the Middle East and surrounding areas and hostilities involving Iran, 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 conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China;
•the impacts of climate change and certain weather-related disruptions;
•the timing of governmental stimulus programs and academic research budgets;
•the time it takes between the date customer orders and deposits are received, systems are shipped and accepted by our customers and full payment is received;
•foreign currency exchange rates;
•the worldwide shortage of semiconductor chips, components and raw materials, such as copper;
•changes in raw material, component and logistics costs;
•the time it takes for us to receive critical materials to manufacture our products;
•the time it takes to satisfy local customs requirements and other export/import requirements;
•the time it takes for customers to construct or prepare their facilities for our products;
•the time required to obtain governmental licenses;
•our ability to achieve desired cost savings;
•our ability to identify suitable acquisition targets and successfully integrate and manage acquired business; and
•costs related to acquisitions of technology or businesses.
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.
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: the Bruker Scientific Instruments (“BSI”) BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the Bruker Energy & Supercon Technologies (“BEST”) Segment.
Consolidated Results
The following table presents a summary of our consolidated results as of the three months ended March 31, 2026, and 2025 (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2026 |
|
|
2025 |
|
GAAP Financial Measures: |
|
|
|
|
|
|
Revenue |
|
$ |
823.4 |
|
|
$ |
801.4 |
|
Revenue year-on-year growth rate |
|
|
2.7 |
% |
|
|
11.0 |
% |
Gross Profit |
|
$ |
379.8 |
|
|
$ |
391.2 |
|
Gross Profit Margin |
|
|
46.1 |
% |
|
|
48.8 |
% |
Operating Income |
|
$ |
10.2 |
|
|
$ |
31.8 |
|
Operating Income Margin |
|
|
1.2 |
% |
|
|
4.0 |
% |
Net cash provided by operating activities |
|
$ |
71.2 |
|
|
$ |
65.0 |
|
Non-GAAP Financial Measures (see “Non-GAAP Measures” below): |
|
|
|
|
|
|
Non-GAAP Constant-exchange rate (“CER”) currency revenue |
|
$ |
786.8 |
|
|
$ |
811.8 |
|
Non-GAAP Constant-exchange rate (“CER”) currency revenue year-on-year (decrease) growth rate |
|
|
(1.8 |
)% |
|
|
12.5 |
% |
Non-GAAP Organic Revenue |
|
$ |
766.0 |
|
|
$ |
742.6 |
|
Non-GAAP Organic Revenue year-on-year (decrease) growth rate compared to prior year revenue |
|
|
(4.4 |
)% |
|
|
2.9 |
% |
Non-GAAP Gross Profit |
|
$ |
411.8 |
|
|
$ |
410.9 |
|
Non-GAAP Gross Profit Margin |
|
|
50.0 |
% |
|
|
51.3 |
% |
Non-GAAP Operating Income |
|
$ |
84.2 |
|
|
$ |
101.7 |
|
Non-GAAP Operating Income Margin |
|
|
10.2 |
% |
|
|
12.7 |
% |
Non-GAAP Free Cash Flow |
|
$ |
47.0 |
|
|
$ |
39.0 |
|
Discussion of GAAP financial measures follows in the Results of Operations paragraphs.
Non-GAAP Financial Measures
Uses and definitions:
Although our unaudited condensed 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:
•Non-GAAP CER currency revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates.
•Non-GAAP Organic revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates and acquisitions.
•Non-GAAP gross profit as GAAP gross profit excluding non-GAAP adjustments.
•Non-GAAP gross profit margin as GAAP gross profit margin excluding the impact of non-GAAP adjustments.
•Non-GAAP operating income as GAAP operating income excluding non-GAAP adjustments.
•Non-GAAP operating income margin as GAAP operating income margin excluding the impact of non-GAAP adjustments.
•Non-GAAP free cash flow as GAAP net cash provided by operating activities less additions to property, plant, and equipment.
Reconciliations of GAAP to Non-GAAP financial measures:
GAAP revenue to non-GAAP CER currency and non-GAAP organic revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2026 |
|
|
yoy growth (decline) (a) |
|
|
2025 |
|
GAAP revenue |
|
$ |
823.4 |
|
|
2.7% |
|
|
$ |
801.4 |
|
Effect of changes in foreign currency translation rates |
|
|
36.6 |
|
|
|
|
|
|
(10.4 |
) |
Non-GAAP CER currency revenue |
|
$ |
786.8 |
|
|
(1.8)% |
|
|
$ |
811.8 |
|
Acquisitions |
|
|
20.8 |
|
|
|
|
|
|
69.2 |
|
Non-GAAP Organic revenue |
|
$ |
766.0 |
|
|
(4.4)% |
|
|
$ |
742.6 |
|
(a)Year-over-year (“yoy”) growth rates are calculated as the percentage increase (or decrease) in respective line items relative to GAAP revenue in the comparable prior year.
The non-GAAP CER revenue decline during the three months ended March 31, 2026, was driven primarily by weaker demand in the academic and government research and industrial markets for our analytical instruments, partially offset by higher revenue from semiconductor and hospital and clinical markets as well as the current year impact of recent acquisitions.
GAAP gross profit and gross profit margin to non-GAAP gross profit and gross profit margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
2026 |
|
|
2025 |
|
|
Gross profit |
|
$ |
379.8 |
|
|
|
46.1 |
% |
|
$ |
391.2 |
|
|
|
48.8 |
% |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs |
|
|
9.5 |
|
|
|
1.2 |
% |
|
|
2.6 |
|
|
|
0.3 |
% |
|
Acquisition-related costs |
|
|
3.4 |
|
|
|
0.4 |
% |
|
|
2.3 |
|
|
|
0.3 |
% |
|
Purchased intangible amortization |
|
|
16.7 |
|
|
|
2.0 |
% |
|
|
14.0 |
|
|
|
1.7 |
% |
|
Intangible assets impairment charges |
|
|
0.7 |
|
|
|
0.1 |
% |
|
|
— |
|
|
|
— |
|
|
Lease and fixed asset impairment charges |
|
|
1.8 |
|
|
|
0.2 |
% |
|
|
0.2 |
|
|
|
— |
|
|
Other costs |
|
|
(0.1 |
) |
|
|
— |
|
|
|
0.6 |
|
|
|
0.2 |
% |
|
Non-GAAP gross profit |
|
$ |
411.8 |
|
|
|
50.0 |
% |
|
$ |
410.9 |
|
|
|
51.3 |
% |
|
Non-GAAP gross profit remained relatively flat compared to the comparable period in the prior year as positive results of cost savings initiatives were offset by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable sales mix.
GAAP operating income and operating margin to non-GAAP operating income and operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
2026 |
|
|
2025 |
|
|
Operating income |
|
$ |
10.2 |
|
|
|
1.2 |
% |
|
$ |
31.8 |
|
|
|
4.0 |
% |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs |
|
|
17.8 |
|
|
|
2.2 |
% |
|
|
10.2 |
|
|
|
1.3 |
% |
|
Acquisition-related costs |
|
|
7.5 |
|
|
|
0.9 |
% |
|
|
8.6 |
|
|
|
1.1 |
% |
|
Purchased intangible amortization |
|
|
32.5 |
|
|
|
3.9 |
% |
|
|
27.3 |
|
|
|
3.4 |
% |
|
Acquisition-related litigation charges |
|
|
— |
|
|
|
— |
|
|
|
18.6 |
|
|
|
2.3 |
% |
|
Intangible assets impairment charges |
|
|
2.7 |
|
|
|
0.3 |
% |
|
|
0.3 |
|
|
|
— |
|
|
Lease and fixed asset impairment charges |
|
|
12.7 |
|
|
|
1.5 |
% |
|
|
0.6 |
|
|
|
0.1 |
% |
|
Other costs |
|
|
0.8 |
|
|
|
0.2 |
% |
|
|
4.3 |
|
|
|
0.5 |
% |
|
Non-GAAP operating income |
|
$ |
84.2 |
|
|
|
10.2 |
% |
|
$ |
101.7 |
|
|
|
12.7 |
% |
|
The decrease in our non-GAAP operating margins during the three months ended March 31, 2026, was driven primarily by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable revenue mix, partially offset by cost savings initiatives.
GAAP Net operating cash flow to non-GAAP Free cash flow:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2026 |
|
|
2025 |
|
Net cash provided by operating activities |
|
$ |
71.2 |
|
|
$ |
65.0 |
|
Less: purchases of property, plant and equipment |
|
|
(24.2 |
) |
|
|
(26.0 |
) |
Non-GAAP free cash flow |
|
$ |
47.0 |
|
|
$ |
39.0 |
|
For the three months ended March 31, 2026, our free cash flow increased by $8.0 million compared to the same period in 2025, driven by higher operating cashflow and lower capital expenditures.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2026, compared to the Three Months Ended March 31, 2025.
Consolidated Results
The following table presents our results for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 |
|
|
Dollar
Change |
|
|
Percentage
Change |
|
Product revenue |
|
$ |
646.4 |
|
|
$ |
643.3 |
|
|
$ |
3.1 |
|
|
|
0.5 |
% |
Service and other revenue |
|
|
177.0 |
|
|
|
158.1 |
|
|
|
18.9 |
|
|
|
12.0 |
% |
Total revenue |
|
|
823.4 |
|
|
|
801.4 |
|
|
|
22.0 |
|
|
|
2.7 |
% |
Cost of product revenue |
|
|
347.6 |
|
|
|
322.3 |
|
|
|
25.3 |
|
|
|
7.8 |
% |
Cost of service and other revenue |
|
|
96.0 |
|
|
|
87.9 |
|
|
|
8.1 |
|
|
|
9.2 |
% |
Total cost of revenue |
|
|
443.6 |
|
|
|
410.2 |
|
|
|
33.4 |
|
|
|
8.1 |
% |
Gross profit |
|
|
379.8 |
|
|
|
391.2 |
|
|
|
(11.4 |
) |
|
|
(2.9 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
242.1 |
|
|
|
225.4 |
|
|
|
16.7 |
|
|
|
7.4 |
% |
Research and development |
|
|
101.3 |
|
|
|
97.1 |
|
|
|
4.2 |
|
|
|
4.3 |
% |
Other charges, net |
|
|
26.2 |
|
|
|
36.9 |
|
|
|
(10.7 |
) |
|
|
(29.0 |
)% |
Total operating expenses |
|
|
369.6 |
|
|
|
359.4 |
|
|
|
10.2 |
|
|
|
2.8 |
% |
Operating income |
|
|
10.2 |
|
|
|
31.8 |
|
|
|
(21.6 |
) |
|
|
(67.9 |
)% |
Interest and other income (expense), net |
|
|
11.7 |
|
|
|
(6.7 |
) |
|
|
18.4 |
|
|
|
(274.6 |
)% |
Income before income taxes, equity in (losses) income of
unconsolidated investees, net of tax, and noncontrolling
interests in consolidated subsidiaries |
|
|
21.9 |
|
|
|
25.1 |
|
|
|
(3.2 |
) |
|
|
(12.7 |
)% |
Income tax provision |
|
|
2.5 |
|
|
|
8.7 |
|
|
|
(6.2 |
) |
|
|
(71.3 |
)% |
Equity in (losses) income of unconsolidated investees, net of tax |
|
|
(3.7 |
) |
|
|
0.4 |
|
|
|
(4.1 |
) |
|
|
(1025.0 |
)% |
Consolidated net income |
|
|
15.7 |
|
|
|
16.8 |
|
|
|
(1.1 |
) |
|
|
(6.5 |
)% |
Net income (loss) attributable to noncontrolling interests in
consolidated subsidiaries |
|
|
1.3 |
|
|
|
(0.6 |
) |
|
|
1.9 |
|
|
|
(316.7 |
)% |
Net income attributable to Bruker Corporation |
|
|
14.4 |
|
|
|
17.4 |
|
|
|
(3.0 |
) |
|
|
(17.2 |
)% |
Dividends on Series A Mandatory Convertible Preferred Stock |
|
|
10.9 |
|
|
|
— |
|
|
|
10.9 |
|
|
|
100.0 |
% |
Net income attributable to Bruker Corporation common shareholders |
|
$ |
3.5 |
|
|
$ |
17.4 |
|
|
$ |
(13.9 |
) |
|
|
(79.9 |
)% |
Revenue
The following table presents revenue, change in revenue, and revenue growth by reportable segment for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 |
|
|
Dollar
Change |
|
|
Percentage
Change |
|
BSI BioSpin |
|
$ |
197.5 |
|
|
$ |
207.8 |
|
|
$ |
(10.3 |
) |
|
|
(5.0 |
)% |
BSI CALID |
|
|
316.3 |
|
|
|
280.1 |
|
|
|
36.2 |
|
|
|
12.9 |
% |
BSI NANO |
|
|
246.0 |
|
|
|
256.6 |
|
|
|
(10.6 |
) |
|
|
(4.1 |
)% |
BEST |
|
|
66.8 |
|
|
|
59.3 |
|
|
|
7.5 |
|
|
|
12.6 |
% |
Eliminations (a) |
|
|
(3.2 |
) |
|
|
(2.4 |
) |
|
|
(0.8 |
) |
|
|
|
Total revenue |
|
$ |
823.4 |
|
|
$ |
801.4 |
|
|
$ |
22.0 |
|
|
|
2.7 |
% |
(a)Represents product and service revenue between reportable segments.
The overall revenue increase during the three months ended March 31, 2026, was driven mostly by foreign exchange tailwinds from a declining U.S. Dollar and the impact of recent acquisitions within the BSI CALID segment. The BSI BioSpin Segment decrease in revenue was primarily driven by weaker demand in the academic and government research market and GHz-class NMR system sales activity, with one GHz-class NMR system sold in Q1 2025 as compared to none in Q1 2026, partially offset by growth
from Pre-Clinical Imaging, services, and software. The BSI CALID Segment revenue increase was driven by the impact of recent acquisitions, including Tofwerk AG (“Tofwerk”), as well as increased volumes from the Optics division and their applied market Security Detection business. BSI Nano Segment revenue decline was driven by weaker demand in the academic and government research and industrial markets for our analytical instruments partially offset by higher revenue from the semiconductor market. The BEST revenue increase was driven mainly by the low temperature superconductor business and higher revenue from the magnetic resonance imaging market.
Geographically during the three months ended March 31, 2026, compared to the same period in 2025, our North American revenue decreased by 0.2% and European revenue increased by 12.8%, while Asia Pacific revenue decreased by 10.3% mostly driven by China.
Gross Profit
The following table presents gross profit and gross profit margins (“GPM”) by reportable segment for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2026 |
|
|
2025 |
|
|
|
Gross Profit |
|
|
GPM by Segment |
|
|
Gross Profit |
|
|
GPM by Segment |
|
BSI BioSpin |
|
$ |
88.9 |
|
|
|
45.0 |
% |
|
$ |
93.7 |
|
|
|
45.1 |
% |
BSI CALID |
|
|
167.7 |
|
|
|
53.0 |
% |
|
|
153.3 |
|
|
|
54.7 |
% |
BSI NANO |
|
|
109.1 |
|
|
|
44.3 |
% |
|
|
131.4 |
|
|
|
51.2 |
% |
BEST |
|
|
14.1 |
|
|
|
21.1 |
% |
|
|
12.8 |
|
|
|
21.6 |
% |
Total gross profit |
|
$ |
379.8 |
|
|
|
46.1 |
% |
|
$ |
391.2 |
|
|
|
48.8 |
% |
The decrease in total gross profit and gross profit margin during the three months ended March 31, 2026, was driven primarily by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable revenue mix, partially offset by cost savings initiatives.
Selling, General and Administrative
Our selling, general and administrative expenses for the three months ended March 31, 2026, increased to 29.4% of total revenue, from 28.1% of total revenue for the comparable period in 2025. The increase as a percentage of revenue was primarily due to decline of CER and Organic revenue, increased costs associated with 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 three months ended March 31, 2026, increased to 12.3% of total revenue from 12.1% of total revenue for the comparable period in 2025. 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 foreign exchange headwinds.
Other Charges, Net
Other charges, net for the three months ended March 31, 2026, decreased to $26.2 million compared to $36.9 million for the comparable period in 2025. The year over year decrease was primarily due to the acquisition-related litigation charges of $18.6 million in 2025 with no comparable charges in 2026, offset by an increase in long-lived asset impairment charges of $12.2 million as a result of the restructuring programs described in Note 10, Restructuring and Asset Impairments. Refer to Note 9, Other Charges, Net for more details on our other charges, net costs.
Operating Income
The following table presents operating income and operating margins (“OM”) by reportable segment for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2026 |
|
|
2025 |
|
|
|
Operating
Income |
|
|
OM by Segment |
|
|
Operating
Income |
|
|
OM by Segment |
|
BSI BioSpin |
|
$ |
16.0 |
|
|
|
8.1 |
% |
|
$ |
23.7 |
|
|
|
11.4 |
% |
BSI CALID |
|
|
40.7 |
|
|
|
12.9 |
% |
|
|
40.2 |
|
|
|
14.4 |
% |
BSI NANO |
|
|
(21.8 |
) |
|
|
(8.9 |
)% |
|
|
(7.0 |
) |
|
|
(2.7 |
)% |
BEST |
|
|
7.5 |
|
|
|
11.2 |
% |
|
|
6.9 |
|
|
|
11.6 |
% |
Corporate, eliminations and other (a) |
|
|
(32.2 |
) |
|
|
|
|
|
(32.0 |
) |
|
|
|
Total operating income |
|
$ |
10.2 |
|
|
|
1.2 |
% |
|
$ |
31.8 |
|
|
|
4.0 |
% |
(a)Represents corporate costs and eliminations not allocated to the reportable segments.
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, 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 reductions affect all parts of our business including supply chain, manufacturing, commercial operations, administrative functions, and research and development.
Global Tariffs
Early in 2025, the U.S. government imposed or increased tariffs on certain foreign imports into the United States from key trading partners, including Germany and Switzerland. On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund such tariffs, subject to potential appeal. On April 20, 2026, CBP launched an online portal for submitting IEEPA tariff refund requests. We have submitted Consolidated Administration and Processing of Entries (“CAPE”) declarations seeking refunds for tariffs paid during fiscal 2025 and the first quarter of fiscal 2026; however, all claims remain subject to CBP review and validation. Because the timing and approval of any refunds are uncertain and contingent upon further legal, regulatory, and administrative developments, no receivable has been recognized as of March 31, 2026. Any approved refunds, if received, could be material.
Various other tariff programs remain in effect. In February 2026 the U.S. imposed new temporary tariff measures currently scheduled to remain in place through July 2026 and it may impose additional tariffs or extend or expand existing programs. These tariff measures and the related uncertainty in global trade markets have contributed to lower‑than‑anticipated bookings, revenues, and profitability, and may continue to adversely affect our business for the foreseeable future. The magnitude and duration of these impacts are difficult to predict, as trade policies may change without notice. We continue to monitor these developments and assess their potential impact on our business, results of operations and financial condition.
Interest and Other Income (Expense), Net
The increase in interest and other income (expense), net in the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to the gain on remeasurement of the previously held equity interest in Tofwerk of $12.2 million. On January 6, 2026, we acquired the remaining 60.0% interest in Tofwerk and remeasured to fair value the previously held 40.0% interest which was accounted for under the equity method. Refer to Note 3, Acquisitions for more details on the Tofwerk acquisition and Note 11, Interest and Other Income (Expense), net for more details on our interest and other income (expense), net.
Income Tax Provision
The effective tax rates for the three months ended March 31, 2026, and 2025 were 11.4% and 34.7%, respectively. The decrease in the Company's effective tax rate was primarily due to changes in jurisdictional mix and the impact of a nontaxable gain associated with the acquisition of Tofwerk ( refer to Note 3, Acquisitions for more information).
The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules, which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended March 31, 2026, reflected currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three months ended March 31, 2026. 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 March 31, 2026, we had $133.4 million in cash and cash equivalents, of which $74.0 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 March 31, 2026, based on the reporting maintained by our financial institution, 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):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2026 |
|
|
2025 |
|
Net cash provided by operating activities |
|
$ |
71.2 |
|
|
$ |
65.0 |
|
Net cash used in investing activities |
|
|
(39.7 |
) |
|
|
(26.1 |
) |
Net cash used in financing activities |
|
|
(204.9 |
) |
|
|
(51.2 |
) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
7.9 |
|
|
|
13.3 |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
$ |
(165.5 |
) |
|
$ |
1.0 |
|
Net cash provided by operating activities during the three months ended March 31, 2026, resulted primarily from consolidated net income adjusted for non-cash items of $95.4 million, and a change in operating assets and liabilities, net of acquisitions of $(24.2) million. Net cash provided by operating activities during the three months ended March 31, 2025, resulted primarily from consolidated net income adjusted for non-cash items of $55.7 million, and a change in operating assets and liabilities, net of acquisitions of $9.3 million.
The increase in consolidated net income adjusted for non-cash items was primarily driven by the non-cash impairment charges related to intangible assets and other long lived assets primarily in our BSI NANO segment as a result of our BSI NANO restructuring plan described in Note 10, Restructuring and Asset Impairments, an increase in write-down of demonstration and other inventories, and timing of income taxes payable. The change in operating assets and liabilities, net of acquisitions, decreased primarily due to increased collections of receivables and an increase in inventory which was largely attributable to foreign currency movements.
Net cash used in investing activities during the three months ended March 31, 2026, resulted primarily from purchases of property, plant and equipment of $24.2 million and acquisitions of $16.0 million. Net cash used in investing activities during the three months ended March 31, 2025, resulted primarily from purchases of property, plant and equipment of $26.0 million. Net cash used in investing activities during the three months ended March 31, 2026 increased compared to the comparable period in the prior year due to acquisitions, primarily due to the acquisition of Tofwerk, which closed in the first quarter of 2026.
Net cash used in financing activities during the three months ended March 31, 2026, was primarily from repayments of long-term debt of $181.3 million and cash paid for dividends to our preferred and common shareholders of $18.6 million. Net cash used in financing activities during the three months ended March 31, 2025, was primarily from net repayments of our revolving line of credit of $28.0 million, repayments of long-term debt of $7.7 million, and cash paid for purchases of common stock under our repurchase program of $10.0 million, offset by proceeds from long-term debt of $2.9 million. During the first quarter of 2026, we repaid in full the outstanding balance in our 2024 term loan due in 2029. Additionally, during the year ended December 31, 2025, we raised proceeds via the issuance of equity in the form of the issuance of the Series A Mandatory Convertible Preferred Stock to pay down some of our outstanding debt obligations. As a result of such 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 common shareholders.
Credit Facilities
As of March 31, 2026, we have total outstanding debt of $1.7 billion 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. 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 $400.0 million. As of March 31, 2026, 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 March 31, 2026, and December 31, 2025, refer to Note 15, Debt and Note 16, Fair Value of Financial Instruments to our unaudited condensed consolidated financial statements included in this report. For additional information on our outstanding debt and credit facility refer to Note 20 Debt, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Share Repurchase Program
Pursuant to a share repurchase program approved by our Board of Directors and announced on May 12, 2023, we were permitted to purchase up to $500.0 million of shares of our common stock over a two-year period. During the three months ended March 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.
Issuance of 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 $90,000,000 aggregate liquidation preference, of 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 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 this issuance to repay (i) our term loan due December 2026 in full, (ii) outstanding borrowings under our 2024 amended and restated revolving credit agreement in full, and (iii) a portion of our term loan due March 2027. Refer to Note 21, Shareholder's Equity, in the Notes to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information on our mandatory convertible preferred stock.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates since December 31, 2025. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of our critical accounting policies.
RECENT ACCOUNTING PRONOUNCEMENTS
Information regarding recent accounting standard changes and developments is incorporated by reference from Part I, Item 1, unaudited condensed consolidated financial statements, of this document and should be considered an integral part of this Item 2. Refer to Note 2, Recent Accounting Pronouncements in the Notes to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for recently adopted and issued accounting standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk is contained in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025. As of March 31, 2026, there were no material changes in our exposure to market risk from December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that are designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) by others within our organization. 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 March 31, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Management concluded that the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.