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 — Tradename |
|
1 year |
Intangible Asset — Customer relationships |
|
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 has finalized its valuation of the assets acquired and liabilities assumed related to acquisitions that occurred during the first half of 2026 and during 2025, within the measurement period, and no further material adjustments were made.
Supplemental Pro Forma Information for 2026 acquired businesses (unaudited)
The consolidated results for the quarter and six months ended June 30, 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 first half of 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 unaudited condensed consolidated financial statements.
4.Minority and Equity-Method Investments
As of June 30, 2026, and December 31, 2025, the fair value of equity investments without readily determinable fair values using the measurement alternative was $14.8 million and $26.3 million, respectively.
The Company acquired a 30% interest in NovAliX’s common stock 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 $10.8 million as of June 30, 2026, and $11.0 million as of December 31, 2025. The valuation methodology and significant unobservable inputs used to measure the fair value of the liability as of June 30, 2026, were unchanged from those disclosed in the 2025 Form 10-K.
In April 2026, one of the Company’s equity interest investments completed its initial public offering (“IPO”). Prior to the IPO, the equity position was valued using the measurement alternative. Following the IPO, the investment is measured at fair value with changes recognized in earnings. As of June 30, 2026, the fair value of the investment was $37.6 million. The investment is subject to a 180‑day market lock-up restriction that expires on October 14, 2026. The Company recognized an unrealized gain of $27.6 million for the three and six months ended June 30, 2026, recorded in Interest and other income (expense), net in the unaudited condensed consolidated statements of operations.
During the six months ended June 30, 2026, the Company identified qualitative indicators of impairment for certain of its minority investments, which are accounted for under either the measurement alternative or the equity method. Such qualitative indicators of impairment included updated assessments of the investees’ remaining operating cash runway, the investees’ ability and likelihood of raising additional capital, and the investees’ current business plans. The Company determined the fair value of these investments to be below their carrying amounts, and as a result, the Company recorded impairment charges of $4.1 million and $4.7 million during the three and six months ended June 30, 2026, respectively, to write down the carrying values of these investments. The Company recorded a de minimis impairment charge related to certain minority investments for the three and six months ended June 30, 2025. 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):
|
|
|
|
|
|
|
Total |
|
Balance at December 31, 2025 |
|
$ |
1,547.7 |
|
Current period additions |
|
|
36.4 |
|
Current period impairments |
|
|
(134.9 |
) |
Current period adjustments |
|
|
(1.0 |
) |
Foreign currency effect |
|
|
(18.4 |
) |
Balance at June 30, 2026 |
|
$ |
1,429.8 |
|
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.
On April 1, 2026, the Company completed the merger of the Bruker Cellular Analysis (“BCA”) business into the Bruker Spatial Biology (“BSB”) division. In connection with this merger, the Company performed a goodwill impairment test for the BSB reporting unit pre‑merger as of March 31, 2026, and for the newly combined BSB reporting unit post‑merger as of April 1, 2026. Based on the results of the post-merger goodwill impairment test, during the three and six months ended June 30, 2026, the Company recorded a goodwill impairment charge of $36.5 million in the unaudited condensed consolidated statements of operations within the BSI NANO segment, which represented the amount by which the carrying value of the post-merger BSB reporting unit exceeded its fair value.
During the three months ended June 30, 2026, the Company reduced its forecasted revenue and cash flows for the CST (formerly Automation) reporting unit. As a result, the Company performed a goodwill impairment test for the CST reporting unit. During the three and six months ended June 30, 2026, the Company recorded a goodwill impairment charge of $98.4 million in the unaudited condensed consolidated statements of operations within the BSI BioSpin segment, which represented the remaining goodwill balance of the CST reporting unit.
In determining the fair value of the CST reporting unit, the Company used the income approach. Significant assumptions in the discounted cash flow model included, but were not limited to, a discount rate of 13.5%, revenue growth and operating margin assumptions at the lower end of the projected ranges for the Company’s other significant businesses.
In determining the fair value of the BSB reporting unit, the Company used a weighted combination of the market approach and the income approach. Significant assumptions in the discounted cash flow model included, but were not limited to, a discount rate of 14.0%, revenue growth and operating margin rate assumptions at the higher end of the projected ranges for the Company’s other significant businesses.
The assumptions used in our impairment analyses 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.
As described in Note 1, Description of Business, subsequent to June 30, 2026, the Company completed a reorganization of its reportable segments. This reorganization resulted in changes to the composition of certain of the Company's reporting units and constitutes a triggering event requiring an interim goodwill impairment analysis. The Company expects to complete the analysis during the third quarter with charges, if any, recorded in that period. Additionally, the Company will continue to monitor circumstances and uncertainties that may impact the carrying values of its reporting units, including the current macroeconomic conditions and the timing and quantity of future cash flows. If the fair value of any of the Company’s reporting units declines below the carrying value in future periods, additional goodwill impairment charges may be incurred.
The following table sets forth the changes in hybrid instruments liability (in millions):
|
|
|
|
|
Balance at December 31, 2025 |
|
$ |
19.6 |
|
Acquisitions |
|
|
— |
|
Current period adjustments |
|
|
0.3 |
|
Current period settlements |
|
|
— |
|
Foreign currency effect |
|
|
(0.1 |
) |
Balance at June 30, 2026 |
|
$ |
19.8 |
|
The significant unobservable inputs used to measure the fair value of the Company's Level 3 hybrid instrument liabilities for the six months ended June 30, 2026, were unchanged from those disclosed in the 2025 Form 10-K.
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 the Company's 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 June 30, 2026, and December 31, 2025, the accrual for several unresolved legal matters that are probable and estimable was $4.1 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 the Company's 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 June 30, 2026, the Company paid the final installment of the settlement liability to AbCellera, and no related liability remains outstanding.
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 June 30, 2026, the Company paid the final installment of the settlement liability to 10x, and no related liability remains outstanding.
At June 30, 2026, the Company had 183,257,555 shares issued and 152,352,967 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value), and it held 30,904,588 shares of treasury stock at cost. No share repurchases occurred during the three and six months ended June 30, 2026.
Mandatory Convertible Preferred Stock
As of June 30, 2026, the Company had 2,760,000 shares of Series A mandatory convertible preferred stock outstanding or $693.6 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.
Stock-Based Compensation
The Company recorded stock-based compensation expense of $5.6 million and $5.7 million, for the three months ended June 30, 2026, and 2025, respectively, and $11.6 million and $11.3 million for the six months ended June 30, 2026, and 2025, respectively. The majority of the stock-based compensation expense related to the restricted stock units awards and was recorded in selling, general and administrative costs in the unaudited condensed consolidated statements of operations.
At June 30, 2026, the Company expected to recognize pre-tax stock-based compensation expense of $38.4 million associated with outstanding stock option awards and restricted stock units granted under the Company's stock plans over the weighted average remaining service period of 2.4 years.
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 (“2025 Form 10-K”). 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 we intend or believe 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 2025 Form 10-K 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 currently imposed or that may be imposed or changed in the future in the U.S. and uncertainties related 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 our 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 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. As of June 30, 2026, Bruker was organized into the following four reportable segments as described in Item 1, Business of our 2025 Form 10-K: the Bruker Scientific Instruments (“BSI”) BioSpin segment, the BSI CALID segment, the BSI NANO segment, and the Bruker Energy & Supercon Technologies (“BEST”) segment.
Subsequent to June 30, 2026, we completed a reorganization of our reportable segments to streamline our organizational structure and further facilitate decision making, accountability, customer focus, and innovation. As a result of this reorganization, effective in the third quarter of 2026, our reportable segments consist of the following:
• BSI Biosystems (“BIOS”), consisting of:
oThe BioSpin division, a newly formed division, which combines the former Magnetic Resonance Spectroscopy, Preclinical Imaging, Biopharma and Applied Services, and Services and Lifecycle Support divisions, all of which were previously part of the former BSI BioSpin segment;
oThe SciY (formerly Integrated Data Solutions) division, previously part of the former BSI BioSpin segment;
oThe Chemspeed Technologies (“CST”) (formerly Automation) division, previously part of the former BSI BioSpin segment;
oThe Daltonics division (formerly Bruker Life Sciences Mass Spectrometry and Bruker Applied Mass Spectrometry), previously part of the former BSI CALID segment; and
oThe Optics division, previously part of the former BSI CALID segment.
•BSI Microbiology and Infection Diagnostics (“BMID”), a newly formed segment, which consists of the Microbiology, Molecular Diagnostics, and Biomedical Systems divisions previously included within the former BSI CALID segment.
•BSI NANO, for which no changes were made to the reportable segment structure.
•BEST, for which no changes were made to the reportable segment structure.
Prior period segment information will be recast in future filings, beginning with our Form 10-Q for the quarter ending September 30, 2026, to conform to the new reportable segments. This change did not impact our consolidated financial position or results of operations as of June 30, 2026.
Consolidated Results
The following table presents a summary of our consolidated results as of the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP Financial Measures: |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
$ |
838.5 |
|
|
$ |
797.4 |
|
|
$ |
1,661.9 |
|
|
$ |
1,598.8 |
|
Revenue year-on-year growth Rate |
|
5.2 |
% |
|
|
(0.4 |
)% |
|
|
3.9 |
% |
|
|
5.0 |
% |
Gross Profit |
$ |
416.0 |
|
|
$ |
357.9 |
|
|
$ |
795.8 |
|
|
$ |
749.1 |
|
Gross Profit Margin |
|
49.6 |
% |
|
|
44.9 |
% |
|
|
47.9 |
% |
|
|
46.9 |
% |
Operating (Loss) Income |
$ |
(65.3 |
) |
|
$ |
11.9 |
|
|
$ |
(55.1 |
) |
|
$ |
43.7 |
|
Operating (Loss) Income Margin |
|
(7.8 |
)% |
|
|
1.5 |
% |
|
|
(3.3 |
)% |
|
|
2.7 |
% |
Net cash used in operating activities |
$ |
(77.4 |
) |
|
$ |
(127.5 |
) |
|
$ |
(6.2 |
) |
|
$ |
(62.5 |
) |
Non-GAAP Financial Measures (see “Non-GAAP Measures” below): |
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Constant-exchange rate (“CER”) currency revenue |
$ |
831.5 |
|
|
$ |
774.0 |
|
|
$ |
1,618.3 |
|
|
$ |
1,585.8 |
|
Non-GAAP CER currency revenue year-on-year (decrease) growth rate |
|
4.3 |
% |
|
|
(3.3 |
)% |
|
|
1.2 |
% |
|
|
4.2 |
% |
Non-GAAP Organic Revenue |
$ |
820.1 |
|
|
$ |
744.4 |
|
|
$ |
1,586.1 |
|
|
$ |
1,487.0 |
|
Non-GAAP Organic Revenue year-on-year (decrease) growth rate compared to prior year revenue |
|
2.8 |
% |
|
|
(7.0 |
)% |
|
|
(0.8 |
)% |
|
|
(2.3 |
)% |
Non-GAAP Gross Profit |
$ |
436.6 |
|
|
$ |
387.2 |
|
|
$ |
848.4 |
|
|
$ |
798.1 |
|
Non-GAAP Gross Profit Margin |
|
52.1 |
% |
|
|
48.6 |
% |
|
|
51.1 |
% |
|
|
49.9 |
% |
Non-GAAP Operating Income |
$ |
118.5 |
|
|
$ |
72.0 |
|
|
$ |
202.7 |
|
|
$ |
173.7 |
|
Non-GAAP Operating Income Margin |
|
14.1 |
% |
|
|
9.0 |
% |
|
|
12.2 |
% |
|
|
10.9 |
% |
Non-GAAP Free Cash Flow |
$ |
(106.2 |
) |
|
$ |
(148.8 |
) |
|
$ |
(59.2 |
) |
|
$ |
(109.8 |
) |
Discussion of GAAP and Non-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. These non-GAAP measures should be evaluated in the context of our ongoing operating model and may not be indicative of future performance.
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
June 30, |
|
|
Six Months Ended
June 30, |
|
|
2026 |
|
|
YOY growth (decline) (a) |
|
2025 |
|
|
2026 |
|
|
YOY growth (decline) (a) |
|
2025 |
|
GAAP revenue |
$ |
838.5 |
|
|
5.2% |
|
$ |
797.4 |
|
|
$ |
1,661.9 |
|
|
3.9% |
|
$ |
1,598.8 |
|
Effect of changes in foreign currency translation rates |
|
7.0 |
|
|
|
|
|
23.4 |
|
|
|
43.6 |
|
|
|
|
|
13.0 |
|
Non-GAAP CER currency revenue |
$ |
831.5 |
|
|
4.3% |
|
$ |
774.0 |
|
|
$ |
1,618.3 |
|
|
1.2% |
|
$ |
1,585.8 |
|
Acquisitions |
|
11.4 |
|
|
|
|
|
29.6 |
|
|
|
32.2 |
|
|
|
|
|
98.8 |
|
Non-GAAP Organic revenue |
$ |
820.1 |
|
|
2.8% |
|
$ |
744.4 |
|
|
$ |
1,586.1 |
|
|
(0.8)% |
|
$ |
1,487.0 |
|
(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 period.
The non-GAAP organic revenue increase of 2.8% during the three months ended June 30, 2026, was driven primarily by stronger demand in the biotechnology and pharmaceutical, hospital and clinical, and semiconductor markets for our analytical instruments, and the current year impact of recent acquisitions, partially offset by lower revenue from academic and government research markets. The non-GAAP organic revenue decrease of 0.8% during the six months ended June 30, 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
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Gross profit |
|
$ |
416.0 |
|
|
|
49.6 |
% |
|
$ |
357.9 |
|
|
|
44.9 |
% |
|
$ |
795.8 |
|
|
|
47.9 |
% |
|
$ |
749.1 |
|
|
|
46.9 |
% |
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs |
|
|
0.3 |
|
|
|
— |
|
|
|
4.4 |
|
|
|
0.6 |
% |
|
|
9.8 |
|
|
|
0.6 |
% |
|
|
7.0 |
|
|
|
0.4 |
% |
Acquisition-related costs |
|
|
0.8 |
|
|
|
0.1 |
% |
|
|
2.8 |
|
|
|
0.4 |
% |
|
|
4.2 |
|
|
|
0.3 |
% |
|
|
5.1 |
|
|
|
0.3 |
% |
Purchased intangible amortization |
|
|
18.3 |
|
|
|
2.2 |
% |
|
|
15.0 |
|
|
|
1.9 |
% |
|
|
35.0 |
|
|
|
2.1 |
% |
|
|
29.0 |
|
|
|
1.8 |
% |
Other costs |
|
|
1.2 |
|
|
|
0.2 |
% |
|
|
7.1 |
|
|
|
0.8 |
% |
|
|
3.6 |
|
|
|
0.2 |
% |
|
|
7.9 |
|
|
|
0.5 |
% |
Non-GAAP gross profit |
|
$ |
436.6 |
|
|
|
52.1 |
% |
|
$ |
387.2 |
|
|
|
48.6 |
% |
|
$ |
848.4 |
|
|
|
51.1 |
% |
|
$ |
798.1 |
|
|
|
49.9 |
% |
The increase in non-GAAP gross profit and gross profit margin during the three and six months ended June 30, 2026, was driven primarily by cost savings initiatives, positive net U.S. tariffs impact, and favorable revenue volume and mix, partially offset by foreign exchange headwinds.
GAAP operating income and operating margin to non-GAAP operating income and operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Operating (loss) income |
|
$ |
(65.3 |
) |
|
|
(7.8 |
)% |
|
$ |
11.9 |
|
|
|
1.5 |
% |
|
$ |
(55.1 |
) |
|
|
(3.3 |
)% |
|
$ |
43.7 |
|
|
|
2.7 |
% |
Non-GAAP Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs |
|
|
4.2 |
|
|
|
0.5 |
% |
|
|
7.3 |
|
|
|
0.9 |
% |
|
|
22.0 |
|
|
|
1.3 |
% |
|
|
17.5 |
|
|
|
1.1 |
% |
Acquisition-related costs |
|
|
4.4 |
|
|
|
0.5 |
% |
|
|
5.5 |
|
|
|
0.7 |
% |
|
|
11.9 |
|
|
|
0.7 |
% |
|
|
14.1 |
|
|
|
0.9 |
% |
Purchased intangible amortization |
|
|
33.3 |
|
|
|
4.0 |
% |
|
|
31.5 |
|
|
|
4.0 |
% |
|
|
65.8 |
|
|
|
4.0 |
% |
|
|
58.8 |
|
|
|
3.7 |
% |
Acquisition-related litigation charges |
|
|
1.9 |
|
|
|
0.2 |
% |
|
|
4.0 |
|
|
|
0.5 |
% |
|
|
1.9 |
|
|
|
0.1 |
% |
|
|
22.6 |
|
|
|
1.4 |
% |
Goodwill and Intangible assets impairment charges |
|
|
134.9 |
|
|
|
16.1 |
% |
|
|
6.8 |
|
|
|
0.9 |
% |
|
|
137.6 |
|
|
|
8.3 |
% |
|
|
7.2 |
|
|
|
0.5 |
% |
Lease and fixed asset impairment charges |
|
|
2.9 |
|
|
|
0.3 |
% |
|
|
0.8 |
|
|
|
0.1 |
% |
|
|
15.6 |
|
|
|
0.9 |
% |
|
|
1.4 |
|
|
|
0.1 |
% |
Other costs |
|
|
2.2 |
|
|
|
0.3 |
% |
|
|
4.2 |
|
|
|
0.4 |
% |
|
|
3.0 |
|
|
|
0.2 |
% |
|
|
8.4 |
|
|
|
0.5 |
% |
Non-GAAP operating income |
|
$ |
118.5 |
|
|
|
14.1 |
% |
|
$ |
72.0 |
|
|
|
9.0 |
% |
|
$ |
202.7 |
|
|
|
12.2 |
% |
|
$ |
173.7 |
|
|
|
10.9 |
% |
The increase in our non-GAAP operating margin in the three and six months ended June 30, 2026, was driven primarily by cost savings initiatives, positive net U.S. tariffs impact, and favorable revenue volume and mix, partially offset by foreign exchange headwinds.
GAAP Net operating cash flow to non-GAAP Free cash flow:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
Net cash used in operating activities |
|
$ |
(6.2 |
) |
|
$ |
(62.5 |
) |
Less: purchases of property, plant and equipment and intangible assets |
|
|
(53.0 |
) |
|
|
(47.3 |
) |
Non-GAAP free cash flow |
|
$ |
(59.2 |
) |
|
$ |
(109.8 |
) |
For the six months ended June 30, 2026, our free cash flow increased by $50.6 million compared to the same period in 2025, driven by higher operating cash flow, primarily attributable to the timing of tax and vendor payments.
RESULTS OF OPERATIONS
Consolidated Results
The following table presents our results for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
Dollar
Change |
|
|
Percentage
Change |
|
|
2026 |
|
|
2025 |
|
|
Dollar
Change |
|
|
Percentage
Change |
|
Product revenue |
|
$ |
663.7 |
|
|
$ |
634.7 |
|
|
$ |
29.0 |
|
|
|
4.6 |
% |
|
$ |
1,310.1 |
|
|
$ |
1,278.0 |
|
|
$ |
32.1 |
|
|
|
2.5 |
% |
Service and other revenue |
|
|
174.8 |
|
|
|
162.7 |
|
|
|
12.1 |
|
|
|
7.4 |
% |
|
|
351.8 |
|
|
|
320.8 |
|
|
|
31.0 |
|
|
|
9.7 |
% |
Total revenue |
|
|
838.5 |
|
|
|
797.4 |
|
|
|
41.1 |
|
|
|
5.2 |
% |
|
|
1,661.9 |
|
|
|
1,598.8 |
|
|
|
63.1 |
|
|
|
3.9 |
% |
Cost of product revenue |
|
|
332.3 |
|
|
|
346.1 |
|
|
|
(13.8 |
) |
|
|
(4.0 |
)% |
|
|
679.9 |
|
|
|
668.4 |
|
|
|
11.5 |
|
|
|
1.7 |
% |
Cost of service and other revenue |
|
|
90.2 |
|
|
|
93.4 |
|
|
|
(3.2 |
) |
|
|
(3.4 |
)% |
|
|
186.2 |
|
|
|
181.3 |
|
|
|
4.9 |
|
|
|
2.7 |
% |
Total cost of revenue |
|
|
422.5 |
|
|
|
439.5 |
|
|
|
(17.0 |
) |
|
|
(3.9 |
)% |
|
|
866.1 |
|
|
|
849.7 |
|
|
|
16.4 |
|
|
|
1.9 |
% |
Gross profit |
|
|
416.0 |
|
|
|
357.9 |
|
|
|
58.1 |
|
|
|
16.2 |
% |
|
|
795.8 |
|
|
|
749.1 |
|
|
|
46.7 |
|
|
|
6.2 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
238.9 |
|
|
|
231.4 |
|
|
|
7.5 |
|
|
|
3.2 |
% |
|
|
481.0 |
|
|
|
456.8 |
|
|
|
24.2 |
|
|
|
5.3 |
% |
Research and development |
|
|
94.3 |
|
|
|
100.2 |
|
|
|
(5.9 |
) |
|
|
(5.9 |
)% |
|
|
195.6 |
|
|
|
197.3 |
|
|
|
(1.7 |
) |
|
|
(0.9 |
)% |
Goodwill impairment charge |
|
|
134.9 |
|
|
|
— |
|
|
|
134.9 |
|
|
|
100.0 |
% |
|
|
134.9 |
|
|
|
— |
|
|
|
134.9 |
|
|
|
100.0 |
% |
Other charges, net |
|
|
13.2 |
|
|
|
14.4 |
|
|
|
(1.2 |
) |
|
|
(8.3 |
)% |
|
|
39.4 |
|
|
|
51.3 |
|
|
|
(11.9 |
) |
|
|
(23.2 |
)% |
Total operating expenses |
|
|
481.3 |
|
|
|
346.0 |
|
|
|
135.3 |
|
|
|
39.1 |
% |
|
|
850.9 |
|
|
|
705.4 |
|
|
|
145.5 |
|
|
|
20.6 |
% |
Operating (loss) income |
|
|
(65.3 |
) |
|
|
11.9 |
|
|
|
(77.2 |
) |
|
|
(648.7 |
)% |
|
|
(55.1 |
) |
|
|
43.7 |
|
|
|
(98.8 |
) |
|
|
(226.1 |
)% |
Interest and other income (expense), net |
|
|
24.6 |
|
|
|
(11.4 |
) |
|
|
36.0 |
|
|
|
(315.8 |
)% |
|
|
36.3 |
|
|
|
(18.1 |
) |
|
|
54.4 |
|
|
|
(300.6 |
)% |
(Loss) income before income taxes, equity in income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries |
|
|
(40.7 |
) |
|
|
0.5 |
|
|
|
(41.2 |
) |
|
|
(8240.0 |
)% |
|
|
(18.8 |
) |
|
|
25.6 |
|
|
|
(44.4 |
) |
|
|
(173.4 |
)% |
Income tax provision (benefit) |
|
|
14.2 |
|
|
|
(3.1 |
) |
|
|
17.3 |
|
|
|
(558.1 |
)% |
|
|
16.7 |
|
|
|
5.6 |
|
|
|
11.1 |
|
|
|
198.2 |
% |
Equity in income of unconsolidated investees, net of tax |
|
|
4.0 |
|
|
|
0.6 |
|
|
|
3.4 |
|
|
|
566.7 |
% |
|
|
0.3 |
|
|
|
1.0 |
|
|
|
(0.7 |
) |
|
|
(70.0 |
)% |
Consolidated net (loss) income |
|
|
(50.9 |
) |
|
|
4.2 |
|
|
|
(55.1 |
) |
|
|
(1311.9 |
)% |
|
|
(35.2 |
) |
|
|
21.0 |
|
|
|
(56.2 |
) |
|
|
(267.6 |
)% |
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries |
|
|
1.1 |
|
|
|
(3.4 |
) |
|
|
4.5 |
|
|
|
(132.4 |
)% |
|
|
2.4 |
|
|
|
(4.0 |
) |
|
|
6.4 |
|
|
|
(160.0 |
)% |
Net (loss) income attributable to Bruker Corporation |
|
|
(52.0 |
) |
|
|
7.6 |
|
|
|
(59.6 |
) |
|
|
(784.2 |
)% |
|
|
(37.6 |
) |
|
|
25.0 |
|
|
|
(62.6 |
) |
|
|
(250.4 |
)% |
Dividends on Series A Mandatory Convertible Preferred Stock |
|
|
10.9 |
|
|
|
— |
|
|
|
10.9 |
|
|
|
100.0 |
% |
|
|
21.8 |
|
|
|
— |
|
|
|
21.8 |
|
|
|
100.0 |
% |
Net (loss) income attributable to Bruker Corporation common shareholders |
|
$ |
(62.9 |
) |
|
$ |
7.6 |
|
|
$ |
(70.5 |
) |
|
|
(927.6 |
)% |
|
$ |
(59.4 |
) |
|
$ |
25.0 |
|
|
$ |
(84.4 |
) |
|
|
(337.6 |
)% |
Revenue
The following table presents revenue, change in revenue, and revenue growth by reportable segment for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
Dollar
Change |
|
|
Percentage
Change |
|
|
2026 |
|
|
2025 |
|
|
Dollar
Change |
|
|
Percentage
Change |
|
BSI BioSpin |
|
$ |
195.7 |
|
|
$ |
195.3 |
|
|
$ |
0.4 |
|
|
|
0.2 |
% |
|
$ |
393.2 |
|
|
$ |
403.1 |
|
|
$ |
(9.9 |
) |
|
|
(2.5 |
)% |
BSI CALID |
|
|
310.3 |
|
|
|
285.8 |
|
|
|
24.5 |
|
|
|
8.6 |
% |
|
|
626.6 |
|
|
|
565.9 |
|
|
|
60.7 |
|
|
|
10.7 |
% |
BSI NANO |
|
|
261.3 |
|
|
|
252.1 |
|
|
|
9.2 |
|
|
|
3.6 |
% |
|
|
507.3 |
|
|
|
508.7 |
|
|
|
(1.4 |
) |
|
|
(0.3 |
)% |
BEST |
|
|
74.2 |
|
|
|
66.3 |
|
|
|
7.9 |
|
|
|
11.9 |
% |
|
|
141.0 |
|
|
|
125.6 |
|
|
|
15.4 |
|
|
|
12.3 |
% |
Eliminations (a) |
|
|
(3.0 |
) |
|
|
(2.1 |
) |
|
|
(0.9 |
) |
|
|
|
|
|
(6.2 |
) |
|
|
(4.5 |
) |
|
|
(1.7 |
) |
|
|
|
Total revenue |
|
$ |
838.5 |
|
|
$ |
797.4 |
|
|
$ |
41.1 |
|
|
|
5.2 |
% |
|
$ |
1,661.9 |
|
|
$ |
1,598.8 |
|
|
$ |
63.1 |
|
|
|
3.9 |
% |
(a)Represents product and service revenue between reportable segments.
The overall increase in revenue during the three months ended June 30, 2026, when compared to the same period in 2025, was driven mostly by increased demand in the biotechnology and pharmaceutical, hospital and clinical, and semiconductor markets for our analytical instruments. Revenue from the BSI BioSpin, BSI NANO and BEST segments remained consistent during the three months ended June 30, 2026, when compared to the same period in 2025. The increase in revenue in the BSI CALID segment was driven primarily by the impact of recent acquisitions and increased revenue from academic and government research and biotechnology and pharmaceutical markets.
The overall increase in revenue during the six months ended June 30, 2026, when compared to the same period for 2025, was driven mostly by foreign exchange tailwinds from a declining U.S. Dollar and the impact of recent acquisitions within the BSI CALID segment. Revenue from the BSI BioSpin and BSI NANO segments remained consistent during the six months ended June 30, 2026, when compared to the same period in 2025.The BSI CALID segment revenue increase was driven by the impact of recent acquisitions, increased revenue from academic and government research and biotechnology and pharmaceutical markets, as well as the Optics division and their applied market Security Detection business. The BEST revenue increase was driven primarily by growth in the superconductor business and higher revenue related to fusion energy and high-energy physics technologies.
Geographically during the three months ended June 30, 2026, compared to the same period in 2025, our North American revenue increased by 10.7%, European revenue increased by 13.3%, and Asia Pacific revenue decreased by 10.2%. During the six months ended June 30, 2026, our North American revenue increased by 5.3%, European revenue increased by 13.0%, and Asia Pacific revenue decreased by 10.3%.
Gross Profit
The following table presents gross profit and gross profit margins (“GPM”) by reportable segment for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
|
Gross Profit |
|
|
GPM by segment |
|
|
Gross Profit |
|
|
GPM by segment |
|
|
Gross Profit |
|
|
GPM by segment |
|
|
Gross Profit |
|
|
GPM by segment |
|
BSI BioSpin |
|
$ |
98.8 |
|
|
|
50.5 |
% |
|
$ |
83.4 |
|
|
|
42.7 |
% |
|
$ |
187.6 |
|
|
|
47.7 |
% |
|
$ |
177.1 |
|
|
|
43.9 |
% |
BSI CALID |
|
|
172.6 |
|
|
|
55.6 |
% |
|
|
145.3 |
|
|
|
50.8 |
% |
|
|
340.3 |
|
|
|
54.3 |
% |
|
|
298.7 |
|
|
|
52.8 |
% |
BSI NANO |
|
|
131.4 |
|
|
|
50.3 |
% |
|
|
115.9 |
|
|
|
46.0 |
% |
|
|
240.5 |
|
|
|
47.4 |
% |
|
|
247.3 |
|
|
|
48.6 |
% |
BEST |
|
|
13.2 |
|
|
|
17.8 |
% |
|
|
13.3 |
|
|
|
20.1 |
% |
|
|
27.4 |
|
|
|
19.4 |
% |
|
|
26.0 |
|
|
|
20.7 |
% |
Total gross profit |
|
$ |
416.0 |
|
|
|
49.6 |
% |
|
$ |
357.9 |
|
|
|
44.9 |
% |
|
$ |
795.8 |
|
|
|
47.9 |
% |
|
$ |
749.1 |
|
|
|
46.9 |
% |
The increase in total gross profit and gross profit margin during the three and six months ended June 30, 2026, when compared to the same period in 2025, was driven primarily by cost saving initiatives, positive net U.S. tariffs impact, and higher revenue volume, and for the three months ended June 30, 2026, also by favorable revenue mix.
Selling, General and Administrative
Our selling, general and administrative expenses remained flat at 28.5% of total revenue for the three months ended June 30, 2026, compared to 29.0% in the prior-year period, and at 28.9% of total revenue for the six months ended June 30, 2026, compared to 28.6% in the same period in 2025. The impact of cost savings initiatives during the 2026 periods was offset by the impact of acquisitions, foreign exchange headwinds, and cost inflation.
Research and Development
Our research and development expenses decreased to 11.2% of total revenue for the three months ended June 30, 2026, compared to 12.6% in the prior-year period, and decreased to 11.8% of total revenue for the six months ended June 30, 2026, compared to 12.3% for the same period in 2025. The decrease as a percentage of revenue was primarily due to cost saving initiatives.
Goodwill Impairment Charge
We test 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. On April 1, 2026, we completed the merger of the Bruker Cellular Analysis (“BCA”) business into the Bruker Spatial Biology (“BSB”) division. In connection with this merger, we performed goodwill impairment tests for the BSB reporting unit pre‑merger as of March 31, 2026, and for the newly combined BSB reporting unit post‑merger as of April 1, 2026. Based on the results of the post-merger goodwill impairment test, during the three and six months ended June 30, 2026, we recorded a goodwill impairment charge of $36.5 million in the unaudited condensed consolidated statements of operations within the BSI NANO segment, which represented the amount by which the carrying value of the post-merger BSB reporting unit exceeded its fair value.
During the three months ended June 30, 2026, we reduced our forecasted revenue and cash flows for the CST (formerly Automation) reporting unit. As a result, we performed a goodwill impairment test for the CST reporting unit. During the three and six months ended June 30, 2026, we recorded a goodwill impairment charge of $98.4 million in the unaudited condensed consolidated
statements of operations within the BSI BioSpin segment, which represented the remaining goodwill balance of the CST reporting unit.
As described in Note 1, Description of Business, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, subsequent to June 30, 2026, we completed a reorganization of our reportable segments during the third quarter of 2026. This reorganization resulted in changes to the composition of certain of our reporting units and constitutes a triggering event requiring an interim goodwill impairment analysis. We expect to complete the analysis during the third quarter with charges, if any, recorded in that period. Additionally, we will continue to monitor circumstances and uncertainties that may impact the carrying value of our reporting units, including the current macroeconomic conditions and the timing and quantity of future cash flows. If the fair value of any of our reporting units declines below the carrying value in future periods, additional goodwill impairment charges may be incurred. Refer to Note 5, Goodwill and Intangible Assets, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, for further information on our goodwill impairment.
Other Charges, Net
Other charges, net for the three months ended June 30, 2026, remained consistent at $13.2 million compared to $14.4 million for the same period in 2025. For the six months ended June 30, 2026, other charges, net decreased to $39.4 million compared to $51.3 million for the same period in 2025, primarily due to a $20.7 million decrease in acquisition-related litigation charges driven by the settlement of prior year litigation matters, while no new significant acquisition-related litigation was incurred in the current year. This decrease was partially offset by an increase in long-lived asset impairment charges of $13.7 million primarily related to impairments of right of use assets and fixed assets in connection with the BSI NANO restructuring plan as described in Note 10, Restructuring and Asset Impairments, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Operating (Loss) Income
The following table presents operating (loss) income and operating margins (“OM”) on revenue by reportable segment for the periods reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
|
Operating (loss)
income |
|
|
OM by segment |
|
|
Operating
Income |
|
|
OM by segment |
|
|
Operating (loss)
income |
|
|
OM by segment |
|
|
Operating
Income |
|
|
OM by segment |
|
BSI BioSpin |
|
$ |
(64.6 |
) |
|
|
(33.0 |
)% |
|
$ |
18.1 |
|
|
|
9.3 |
% |
|
$ |
(48.6 |
) |
|
|
(12.4 |
)% |
|
$ |
41.7 |
|
|
|
10.3 |
% |
BSI CALID |
|
|
48.3 |
|
|
|
15.6 |
% |
|
|
26.2 |
|
|
|
9.2 |
% |
|
|
89.0 |
|
|
|
14.2 |
% |
|
|
66.4 |
|
|
|
11.7 |
% |
BSI NANO |
|
|
(20.9 |
) |
|
|
(8.0 |
)% |
|
|
(13.4 |
) |
|
|
(5.3 |
)% |
|
|
(42.7 |
) |
|
|
(8.4 |
)% |
|
|
(20.4 |
) |
|
|
(4.0 |
)% |
BEST |
|
|
7.5 |
|
|
|
10.1 |
% |
|
|
7.2 |
|
|
|
10.9 |
% |
|
|
15.0 |
|
|
|
10.6 |
% |
|
|
14.1 |
|
|
|
11.2 |
% |
Corporate, eliminations and other (a) |
|
|
(35.6 |
) |
|
|
|
|
|
(26.2 |
) |
|
|
|
|
|
(67.8 |
) |
|
|
|
|
|
(58.1 |
) |
|
|
|
Total operating (loss) income |
|
$ |
(65.3 |
) |
|
|
(7.8 |
)% |
|
$ |
11.9 |
|
|
|
1.5 |
% |
|
$ |
(55.1 |
) |
|
|
(3.3 |
)% |
|
$ |
43.7 |
|
|
|
2.7 |
% |
(a)Represents corporate costs and eliminations not allocated to the reportable segments.
The decrease in operating income and operating income margin in the three and six months ended June 30, 2026, when compared to the same period in 2025, was primarily due to the goodwill impairment charges in our BSI BioSpin and BSI NANO segments as discussed in Note 5, Goodwill and Intangible Assets, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, and foreign exchange headwinds from a declining U.S. Dollar, partially offset by cost savings initiatives, positive net U.S. tariffs impact, and improved revenue performance.
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. We recognize tariff refunds upon approval by the IEEPA and record them as a reduction in the costs of product revenue in our unaudited condensed consolidated statements of operations for the applicable period. As of June 30, 2026, the majority of our tariff refund requests had been approved.
Various other tariff programs remain in effect and additional tariff measures have been proposed or implemented, and additional measures may be proposed or implemented in the future. 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 and six months ended June 30, 2026, when compared to the same period in 2025, was primarily due to the unrealized gain on equity interest investment of $27.6 million recognized during the three and six months ended June 30, 2026, as well as due to the gain on remeasurement of previously held equity interest in Tofwerk of $12.2 million recognized during the six month ended June 30, 2026. Refer to Note 11, Interest and Other Income (Expense), net, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more details on our interest and other income (expense), net.
Income Tax Provision
The effective tax rate for the three and six months ended June 30, 2026, and for the three months ended June 30, 2025, was not meaningful, due to our pretax losses, the geographic mix of earnings, and the resulting tax expense attributable to profitable foreign jurisdictions. The effective tax rate for the six months ended June 30, 2025, was 21.9%. We recorded an income tax provision for the three and six months ended June 30, 2026, despite an operating net loss. The tax expense for the quarter was adversely affected by nondeductible goodwill impairment charges recorded in our BSB and CST reporting units, which created permanent tax differences. Refer to Note 5, Goodwill and Intangible Assets, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information.
The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules (“Pillar Two”), 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 and six months ended June 30, 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 and six months ended June 30, 2026. We continue to monitor the countries in which we operate 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 June 30, 2026, we had $184.9 million in cash and cash equivalents, of which $69.0 million was held by our foreign subsidiaries. Our cash and cash equivalents balance includes the positive net position under our notional cash pooling arrangement. We have access to the vast majority of our 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.
The following table presents our cash flows from operating activities, investing activities, and financing activities for the periods presented (in millions):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
Net cash used in operating activities |
|
$ |
(6.2 |
) |
|
$ |
(62.5 |
) |
Net cash used in investing activities |
|
|
(65.0 |
) |
|
|
(117.2 |
) |
Net cash (used in) provided by financing activities |
|
|
(55.7 |
) |
|
|
44.3 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
12.9 |
|
|
|
44.9 |
|
Net decrease in cash, cash equivalents, and restricted cash |
|
$ |
(114.0 |
) |
|
$ |
(90.5 |
) |
Net cash used in operating activities during the six months ended June 30, 2026, resulted primarily from consolidated net income adjusted for non-cash items of $214.9 million and a change in operating assets and liabilities, net of acquisitions of ($221.1) million. The increase in consolidated net income adjusted for non-cash items was driven primarily by the goodwill impairment charges in our BSI NANO segment related to the impairment of our Bruker Spatial Biology reporting unit and in our BSI BioSpin segment related to the impairment of our Chemspeed Technologies (formerly Automation) reporting unit as described in Note 5, Goodwill and Intangible Assets, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. The change in operating assets and liabilities, net of acquisitions, decreased primarily due to legal settlement payments as described in Note 20, Commitments and Contingencies, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, and unfavorable changes in working capital, primarily related to lower collections of accounts receivable, partially offset by the timing of taxes payable.
Net cash used in investing activities during the six months ended June 30, 2026, resulted primarily from purchases of property, plant and equipment of $53.0 million and cash paid for acquisitions of $16.0 million. Net cash used in investing activities during the six months ended June 30, 2026, decreased compared to the comparable prior year period due to lower acquisition activity.
Net cash used in financing activities during the six months ended June 30, 2026, was primarily from repayments of long-term debt of $183.6 million and cash paid for dividends to our preferred and common shareholders of $37.1 million, offset by net proceeds from our 2024 Amended and Restated Revolving Credit Agreement (“Revolving Credit Facility”) of $170.0 million. Net cash used in financing activities during the six months ended June 30, 2026, increased compared to the comparable prior year period primarily due to the repayment of the remaining outstanding balance under our 2024 Term Loan due in 2029 during the first quarter of 2026, and dividend payments to preferred shareholders related to the Series A Mandatory Convertible Preferred Stock issued in the third quarter of 2025.
Credit Facilities
As of June 30, 2026, we have total outstanding debt of $1.8 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 Credit Facility or incur term loans in an aggregate amount not to exceed $400.0 million. As of June 30, 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 June 30, 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 Quarterly Report on Form 10-Q. For additional information on our outstanding debt and credit facility refer to Note 20, Debt, to our consolidated financial statements included in our 2025 Form 10-K.
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 Revolving Credit Facility in full, and (iii) a portion of our term loan due March 2027. Refer to Note 21, Shareholder's Equity, 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, except as noted below. Refer to our 2025 Form 10-K for a discussion of our critical accounting policies and estimates.
Impairments
During the second quarter of 2026, as a result of triggering events, we completed interim goodwill impairment tests on our BSB and CST reporting units. The analysis included updates to certain of our significant assumptions utilized in estimating the fair value of these reporting units, including projected future cash flows and discount rates. These updated assumptions reflect the most recent operating results, market conditions, and management’s expectations regarding future performance of these businesses, including changes to our expectations of future revenues and operating margin. These changes in assumptions resulted in us recording goodwill impairment charges of $36.5 million and $98.4 million for the BSB and CST reporting units, respectively, during the three and six months ended June 30, 2026. After the impairment charges, the remaining goodwill balances for the BSB and CST reporting units were $174.5 million and $0, respectively.
The determination of fair value is highly sensitive to projected revenue growth, profitability, and other forecast assumptions, therefore, changes in these estimates, as well as changes to our discount rates, could materially affect the outcome of future impairment analyses on the BSB reporting unit, which could result in additional impairment changes, as the carrying value of the reporting unit now approximates its fair value. Management performed sensitivity analyses which indicated a hypothetical 100 basis point increase in the discount rate, or an approximate 10% reduction in projected EBITDA, could each result in an estimated decline in the fair value of the BSB reporting unit of approximately 25%. These analyses are illustrative in nature and assume changes in individual assumptions in isolation. Accordingly, the analyses should not be viewed as a prediction of future results or the amount of a future impairment charge, if any. Refer to Note 5, Goodwill and Intangible Assets, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, for additional detail regarding the interim impairment tests.
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, to our 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 2025 Form 10-K. As of June 30, 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 June 30, 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 June 30, 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 June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in lawsuits, claims, and proceedings, including, but not limited to, patent, customer, labor and employment, and commercial matters, which arise in the ordinary course of business. As of June 30, 2026, other than as disclosed in Note 20, Commitments and Contingencies in the Notes to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, the Company is not party to any material pending legal proceedings other than ordinary routine litigation incidental to the Company’s business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject. However, the outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters may have a material adverse effect on the Company's business or financial condition.
In addition, we are subject to regulation by national, state and local government agencies in the United States and other countries in which we operate. From time to time, we are the subject of governmental investigations often involving regulatory, marketing and other business practices. These governmental investigations may result in the commencement of civil and criminal proceedings, fines, penalties, and administrative remedies which could have a material adverse effect on our financial position, results of operations and/or liquidity.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2025 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Quarterly Report on Form 10-Q and in our 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Pursuant to a share repurchase program approved by the Board of Directors and announced on May 12, 2023 (the “2023 Repurchase Program”), the Company was permitted to purchase up to $500.0 million of shares of its common stock over a two-year period. Authorization to purchase shares under the 2023 Repurchase Program expired in May 2025.
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements
During the quarter ended June 30, 2026, none of the Company’s directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.
ITEM 6. EXHIBITS
* Filed herewith.
** Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
Date: August 5, 2026 |
|
BRUKER CORPORATION |
|
|
|
|
|
|
By: |
/s/ FRANK H. LAUKIEN, PH.D. |
|
|
|
Frank H. Laukien, Ph.D. |
|
|
|
President, Chief Executive Officer and Chairman |
|
|
|
(Principal Executive Officer) |
|
|
|
|
Date: August 5, 2026 |
|
By: |
/s/ GERALD N. HERMAN |
|
|
|
Gerald N. Herman |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
(Principal Financial Officer) |
|
|
|
|
Date: August 5, 2026 |
|
By: |
/s/ THOMAS BURES |
|
|
|
Thomas Bures |
|
|
|
Chief Accounting Officer |
|
|
|
(Principal Accounting Officer) |
