Acquisitions (Tables)
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6 Months Ended |
Jun. 30, 2025 |
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| Acquisitions |
|
| Schedule of Pro Forma Adjustments |
The pro forma adjustments include the following (in millions):
|
|
|
|
|
|
|
December 31, 2024 |
|
Net increase in amortization and depreciation expense associated with tangible and intangible assets |
|
$ |
(2.4 |
) |
Net increase in interest expense |
|
|
(13.3 |
) |
Total pro forma adjustments - net loss |
|
$ |
(15.7 |
) |
|
| 2025 Acquisitions |
|
| Acquisitions |
|
| Schedule of Consideration Transferred, Allocation to Identifiable Assets Acquired and Liabilities Assumed and Respective Reporting Segment for Each Acquisitions |
The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2025 acquisitions (in millions):
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|
|
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|
|
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|
Acquisition (Segment) |
|
Recipe (CALID) |
|
Other (Various) |
|
Total |
|
Consideration Transferred: |
|
|
|
|
|
|
|
Cash paid |
|
$ |
58.8 |
|
$ |
16.1 |
|
$ |
74.9 |
|
Cash acquired |
|
|
(5.2 |
) |
|
(1.3 |
) |
|
(6.5 |
) |
Fair value of redeemable noncontrolling interest |
|
|
27.2 |
|
|
1.1 |
|
|
28.3 |
|
Working capital and other closing adjustments |
|
|
6.5 |
|
|
1.8 |
|
|
8.3 |
|
Total consideration transferred, net of cash acquired |
|
$ |
87.3 |
|
$ |
17.7 |
|
$ |
105.0 |
|
Allocation of Consideration Transferred: |
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
2.3 |
|
$ |
0.5 |
|
$ |
2.8 |
|
Inventories |
|
|
7.7 |
|
|
0.5 |
|
|
8.2 |
|
Other current assets |
|
|
0.1 |
|
|
0.4 |
|
|
0.5 |
|
Property, plant and equipment |
|
|
21.2 |
|
|
0.7 |
|
|
21.9 |
|
Other assets |
|
|
4.9 |
|
|
0.8 |
|
|
5.7 |
|
Intangible assets: |
|
|
|
|
|
|
|
Technology |
|
|
14.0 |
|
|
6.7 |
|
|
20.7 |
|
Customer relationships |
|
|
29.2 |
|
|
0.9 |
|
|
30.1 |
|
Trade name |
|
|
1.6 |
|
|
0.9 |
|
|
2.5 |
|
Goodwill |
|
|
35.0 |
|
|
14.0 |
|
|
49.0 |
|
Deferred taxes (net) |
|
|
(16.6 |
) |
|
(2.3 |
) |
|
(18.9 |
) |
Liabilities assumed |
|
|
(12.1 |
) |
|
(5.4 |
) |
|
(17.5 |
) |
Total consideration allocated |
|
$ |
87.3 |
|
$ |
17.7 |
|
$ |
105.0 |
|
|
| Summary of Information on Acquisitions to Company's Financial Statements |
The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:
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|
|
Recipe |
Activity of acquired business |
Provider of vendor-agnostic therapeutic drug monitoring (TDM) and other clinical in vitro diagnostic kits for Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry (LC-MS/MS), High Performance Liquid Chromatography (HPLC), and Inductively coupled plasma mass spectrometry (ICP-MS) assays. |
Location |
Munich, Germany |
Acquired interest |
69.64% |
Business acquired |
Outstanding share capital of Recipe and Recipe’s interest in their majority owned subsidiary, WoBau GmbH (“WoBau”). |
Redeemable noncontrolling interest – other shareholders |
The Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 30.36% for cash at a contractually defined redemption value exercisable beginning in 2029. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company or the noncontrolling interest holder. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest holder, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if the settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. At the closing date the fair value of the redeemable noncontrolling interest was $27.2 million.
Additionally, the Company entered into an agreement with the noncontrolling interest holder of WoBau which provides the Company with the right to purchase the remaining 10.1% ownership interest of WoBau for cash at a price to be determined in the future, exercisable in 2029 or later. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company. At the closing date the fair value was determined to be de minimis. |
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| Schedule of Estimated Useful Life for the Acquired Intangible Assets |
The following table presents estimated useful life for the acquired intangible assets for the Recipe acquisition:
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|
|
|
|
Recipe |
Intangible Asset — Technology |
|
10 years |
Intangible Asset — Customer relationships |
|
15 years |
Intangible Asset — Trade name |
|
1 year |
|
| 2024 Acquisitions |
|
| Acquisitions |
|
| Schedule of Consideration Transferred, Allocation to Identifiable Assets Acquired and Liabilities Assumed and Respective Reporting Segment for Each Acquisitions |
The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
NanoString Technologies |
|
ELITechGroup |
|
Chemspeed Technologies |
|
Other |
|
Total |
|
Consideration Transferred: |
|
|
|
|
|
|
|
|
|
|
|
Cash paid |
|
$ |
392.6 |
|
$ |
951.9 |
|
$ |
175.4 |
|
$ |
128.9 |
|
$ |
1,648.8 |
|
Cash acquired |
|
|
(0.5 |
) |
|
(43.4 |
) |
|
(0.6 |
) |
|
(8.1 |
) |
|
(52.6 |
) |
Fair value of contingent consideration |
|
|
— |
|
|
— |
|
|
— |
|
|
13.4 |
|
|
13.4 |
|
Working capital and other closing adjustments |
|
|
— |
|
|
22.7 |
|
|
— |
|
|
3.5 |
|
|
26.2 |
|
Total consideration transferred, net of cash acquired |
|
$ |
392.1 |
|
$ |
931.2 |
|
$ |
174.8 |
|
$ |
137.7 |
|
$ |
1,635.8 |
|
Allocation of Consideration Transferred: |
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
16.8 |
|
$ |
30.6 |
|
$ |
7.0 |
|
$ |
3.9 |
|
$ |
58.3 |
|
Inventories |
|
|
38.8 |
|
|
31.6 |
|
|
46.6 |
|
|
31.2 |
|
|
148.2 |
|
Other current assets |
|
|
8.9 |
|
|
15.7 |
|
|
1.4 |
|
|
3.1 |
|
|
29.1 |
|
Property, plant and equipment |
|
|
31.0 |
|
|
36.2 |
|
|
1.8 |
|
|
1.4 |
|
|
70.4 |
|
Other assets |
|
|
23.1 |
|
|
41.3 |
|
|
17.3 |
|
|
9.7 |
|
|
91.4 |
|
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
Technology |
|
|
54.0 |
|
|
193.3 |
|
|
27.9 |
|
|
42.6 |
|
|
317.8 |
|
Customer relationships |
|
|
38.0 |
|
|
236.3 |
|
|
51.5 |
|
|
8.5 |
|
|
334.3 |
|
Backlog |
|
|
— |
|
|
0.5 |
|
|
9.4 |
|
|
4.9 |
|
|
14.8 |
|
Trade name |
|
|
14.0 |
|
|
12.3 |
|
|
4.8 |
|
|
3.1 |
|
|
34.2 |
|
Goodwill |
|
|
253.5 |
|
|
501.1 |
|
|
127.8 |
|
|
75.6 |
|
|
958.0 |
|
Deferred taxes (net) |
|
|
4.8 |
|
|
(100.8 |
) |
|
(14.0 |
) |
|
(3.2 |
) |
|
(113.2 |
) |
Liabilities assumed |
|
|
(90.8 |
) |
|
(66.9 |
) |
|
(106.7 |
) |
|
(43.1 |
) |
|
(307.5 |
) |
Total consideration allocated |
|
$ |
392.1 |
|
$ |
931.2 |
|
$ |
174.8 |
|
$ |
137.7 |
|
$ |
1,635.8 |
|
|
| Summary of Information on Acquisitions to Company's Financial Statements |
The table below summarizes information on acquisitions material to the Company’s financial statements in 2024:
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|
|
|
|
NanoString Technologies |
ELITechGroup |
Chemspeed Technologies |
Acquisition date |
May 6, 2024 |
April 30, 2024 |
March 6, 2024 |
Bruker segment |
BSI NANO |
BSI CALID |
BSI BBIO |
Activity of acquired business |
End-to-end research solutions in the spatial biology field and provides life-science research solutions for spatial transcriptomics and gene expression analysis which have been critical in enabling scientists and medical researchers to advance vital discovery, translational, and pre-clinical disease research. The acquisition complements the Company's spatial proteomics platform and contributes to further its leadership in the post-genomic era. |
Molecular diagnostics, microbiology and biomedical testing equipment. The acquisition expands the segment’s portfolio with the addition of pioneering innovation in molecular diagnostics which combined with the Segment's existing offerings establish Bruker as an innovative and growing infectious disease specialist in the in-vitro diagnostics market. |
Automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. The acquisition expands the segment’s portfolio in vendor-agnostic scientific software, R&D, and laboratory automation. |
Location |
Washington, U.S.A. |
Various - Primarily Torino, Italy and Washington and Utah, U.S.A. |
Füllinsdorf, Switzerland |
Acquired interest |
100% |
100% |
100% |
Business/technology acquired |
Substantially all of the assets and rights associated with the business of NanoString Technologies, Inc. including the equity interests of the six subsidiaries (collectively, “NanoString”). The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations. Included in the liabilities assumed as of the acquisition date is $44.7 million determined in accordance with ASC Topic 450. Refer to Note 20, Commitments and Contingencies for more details on these litigations. |
Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l, and Eliman 2 S.à r.l, and their 100% interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”). |
Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”). |
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| Schedule of Estimated Useful Life for the Acquired Intangible Assets |
The following table presents estimated useful life for the acquired intangible assets as determined by the Company:
|
|
|
|
|
|
|
|
|
NanoString Technologies |
|
ELITechGroup |
|
Chemspeed Technologies (a) |
Intangible Asset — Technology |
|
12 years |
|
4 to 14 years |
|
7 years |
Intangible Asset — Tradenames |
|
12 years |
|
6 years |
|
10 years |
Intangible Asset — Customer relationships |
|
15 years |
|
5 to 15 years |
|
15 years |
a)The Company expects to amortize backlog through the first quarter of 2026.
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| Other 2024 Acquisitions |
|
| Acquisitions |
|
| Schedule of Consideration Transferred, Allocation to Identifiable Assets Acquired and Liabilities Assumed and Respective Reporting Segment for Each Acquisitions |
The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):
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|
|
|
|
|
|
|
|
|
|
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|
Name of Acquisition |
|
Date Acquired |
|
Segment |
|
Total
Consideration, net of Cash Acquired |
|
|
Cash
Consideration |
|
Nion, LLC |
|
January 2, 2024 |
|
BSI NANO |
|
$ |
42.9 |
|
|
$ |
37.4 |
|
Spectral Instruments Imaging LLC |
|
February 1, 2024 |
|
BSI BBIO |
|
|
28.8 |
|
|
|
29.0 |
|
Other (In aggregate) |
|
Various |
|
Various |
|
|
66.0 |
|
|
|
62.5 |
|
|
|
|
|
|
|
$ |
137.7 |
|
|
$ |
128.9 |
|
|
| Summary of Information on Acquisitions to Company's Financial Statements |
The table below summarizes information on certain of the Company’s other acquisitions in 2024:
|
|
|
|
Nion, LLC |
Spectral Instruments Imaging LLC |
Activity of acquired business |
Designer and manufacturer of high-end electron-optical instruments with diverse applications to the needs of its customers. |
Manufacturer of preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists. |
Location |
Washington, U.S.A. |
Arizona, U.S.A. |
Acquired interest |
100% |
100% |
Business/technology acquired |
Outstanding share capital of Nion, LLC (“Nion”). |
Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”). |
Contingent consideration |
Cash consideration is subject to adjustments of up to $23.0 million if certain revenue and non-revenue milestones are achieved through 2026. |
Cash consideration is subject to adjustments of up to $10.0 million if certain revenue and EBITDA targets are met through 2025. |
|
| Schedule of Estimated Useful Life for the Acquired Intangible Assets |
The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:
|
|
|
|
|
|
|
Nion, LLC (a) |
|
Spectral Instruments Imaging LLC |
Intangible Asset — Technology |
|
7 years |
|
6 years |
Intangible Asset — Tradenames |
|
7 years |
|
not applicable |
Intangible Asset — Customer relationships |
|
15 years |
|
14 years |
a)The Company expects to amortize backlog through the fourth quarter of 2027.
|
| Phenomex Inc |
|
| Acquisitions |
|
| Schedule of Pro Forma Financial Statements |
The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the material acquisitions of ELITechGroup and Chemspeed had been completed on January 1, 2024 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, 2024 |
|
|
|
Before Adjustments |
|
|
Pro forma
Adjustments |
|
|
After Adjustments |
|
Revenue |
|
$ |
3,426.0 |
|
|
$ |
— |
|
|
$ |
3,426.0 |
|
Net income (loss) |
|
$ |
115.3 |
|
|
$ |
(15.7 |
) |
|
$ |
99.6 |
|
|