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Acquisitions

12 Months Ended

Dec. 31, 2024

4. Acquisitions

During the years ended December 31, 2024 and 2023, the Company completed various acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies.

2024 acquisitions:

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):


	NanoString Technologies			ELITechGroup			Chemspeed Technologies AG			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		38.5			31.6			46.6			31.2			147.9
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		53.0			193.3			27.9			42.6			316.8
Customer relationships		39.0			236.3			51.5			8.5			335.3
Backlog		—			0.5			9.4			4.9			14.8
Trade name		14.0			12.3			4.8			3.1			34.2
Goodwill		253.8			501.1			127.8			75.6			958.3
Deferred taxes (net)		4.8			(100.8	)		(14.0	)		(3.2	)		(113.2	)
Liabilities assumed		(90.8	)		(66.9	)		(106.7	)		(43.1	)		(307.5	)
Total consideration allocated	$	392.1		$	931.2		$	174.8		$	137.7		$	1,635.8

Acquisitions material to the Company’s financial statements

The table below summarizes information on acquisitions material to the Company’s financial statements in 2024:


	NanoString Technologies	ELITechGroup	Chemspeed Technologies AG
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 contribute to further its leadership in the post-genomic era.	Molecular diagnostics, microbiology and biomedical testing equipment. The acquisition expands the segment’s portfolio with the addition of pioneering innovation in molecular diagnostics which combined with the Segment's existing offerings establish Bruker as an innovative and growing infectious disease specialist in the in-vitro diagnostics market.	Automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. The acquisition expands the segment’s portfolio in vendor-agnostic scientific software, R&D, and laboratory automation.
Location	Washington, U.S.A.	Various - Primarily Torino, Italy and Washington and Utah, U.S.A.	Füllinsdorf, Switzerland
Acquired interest	100%	100%	100%
Business/technology acquired	Substantially all of the assets and rights associated with the business of NanoString Technologies including the equity interests of the six subsidiaries (collectively, “NanoString”). The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations. Included in the liabilities assumed as of the acquisition date is $44.7M determined in accordance with ASC Topic 450. Refer to Note 26, Commitments and Contingencies for more details on these litigations.	Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l,, and Eliman 2 S.à r.l, and their 100% interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”).	Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”).

In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the intangible assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology. For the acquisition of ELITechGroup, the cash flow projections for the customer relationships included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates and the cash flow projections for the technology included significant judgments and assumptions related to revenue growth rates, royalty rates, obsolescence rates and discount rates.

The following table presents estimated useful life for the acquired intangible assets as determined by the Company:


	NanoString Technologies	ELITechGroup	Chemspeed Technologies AG (a)
Intangible Asset — Technology	12 years	4 to 14 years	7 years
Intangible Asset — Tradenames	12 years	6 years	10 years
Intangible Asset — Customer relationships	15 years	5 to 15 years	15 years

(a)

The Company expects to amortize backlog through the first quarter of 2026.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill for ELITechGroup or Chemspeed to be deductible for tax purposes. The Company expects the amounts allocated to goodwill for NanoString to be deductible for tax purposes

In the acquisitions above, the Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the acquisitions. For ELITechGroup, as a result of the finalization of the contractual net working capital adjustment, the Company recorded an immaterial measurement period adjustment to the carrying amount of goodwill. For Chemspeed, the Company recorded certain immaterial measurement period adjustments relating the provisional amounts recorded for accounts receivable, inventory, deferred revenue, intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions. For NanoString, the Company recorded certain measurement period adjustments relating to the provisional amounts recorded for intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions. The related impact to the consolidated statements of income that would have been

recognized in previous periods if the adjustments were recognized as of the acquisition date was a reduction of $2.8 million in amortization expense recorded during the fourth quarter of 2024.

The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed related to these acquisitions. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill.

Other 2024 Acquisitions

During the year ended December 31, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.

The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):


Name of Acquisition	Date Acquired	Segment	Total Consideration, net of Cash Acquired		Cash Consideration
Nion, LLC	January 2, 2024	BSI NANO	$	42.9	$	37.4
Spectral Instruments Imaging LLC	February 1, 2024	BSI BBIO		28.8		29.0
Other (In aggregate)	Various	Various		66.0		62.5
			$	137.7	$	128.9

For the period from the date of acquisition through December 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company from the other acquisitions listed in table above were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.

The table below summarizes information on certain of the Company’s other acquisitions in 2024:


	Spectral Instruments Imaging LLC	Nion, LLC
Activity of acquired business	Manufacturer of preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists.	Designer and manufacturer of high-end electron-optical instruments with diverse application to the needs of its customers.
Location	Arizona, U.S.A.	Washington, U.S.A.
Acquired interest	100%	100%
Business/technology acquired	Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”).	Outstanding share capital of Nion, LLC (“Nion”).
Contingent consideration	Cash consideration is subject to adjustments of up to $10.0 million if certain revenue and EBITDA targets are met through 2025.	Cash consideration is subject to adjustments of up to $23.0 million if certain revenue and non-revenue milestones are achieved through 2026.

The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:


	Spectral Instruments Imaging LLC	Nion, LLC (a)
Intangible Asset — Technology	6 years	7 years
Intangible Asset — Tradenames	not applicable	7 years
Intangible Asset — Customer relationships	14 years	15 years

(a) The Company expects to amortize backlog through the fourth quarter of 2027.

The amortization period for the intangible assets acquired for the Company’s other acquisitions is seven to eleven years for the technology, eleven to fifteen for customer relationships and twelve years for tradenames. The fair values of the trade name and technology of certain acquisitions were not material and were expensed in full during 2024.

immaterial additional purchase consideration. For Nion, LLC, the Company finalized the net working capital adjustment in the second quarter of 2024 and it resulted in no additional purchase consideration.

The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed related to these acquisitions which may result in adjustments to these assets and liabilities, including goodwill.

Results of operations for 2024 acquired businesses

Results from the 2024 acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2024 include revenues of $259.5 million and pre-tax losses totaling $108 million. Pre-tax losses include purchased intangible amortization and step up inventory costs related to the acquisitions as well as acquisition related expenses, which are recorded within "Other charges, net" in the consolidated statements of income. 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.

2023 acquisitions:

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2023 acquisitions (in millions):


	PhenomeX Inc.				Biognosys, AG				Other			Total
Consideration Transferred:
Cash paid	$	121.2		(a)	$	73.6		(b)	$	47.8		$	242.6
Cash acquired		(11.8	)			(9.5	)			(1.6	)		(22.9	)
Holdback		—				0.2				1.0			1.2
Fair value of hybrid financial instruments – founders		—				—				36.1			36.1
Fair value of redeemable noncontrolling interest – other shareholders		—				2.5				10.1			12.6
Fair value of contingent consideration		—				—				2.9			2.9
Total consideration transferred	$	109.4			$	66.8			$	96.3		$	272.5
Allocation of Consideration Transferred:
Accounts receivable	$	5.6			$	3.6			$	1.9		$	11.1
Inventories		42.1				0.4				2.5			45.0
Other current assets		7.6				0.9				2.1			10.6
Property, plant and equipment		33.5				8.0				0.6			42.1
Deferred tax assets		182.7				—				—			182.7
Other assets		24.3				4.3				4.3			32.9
Intangible assets:
Technology		24.0				10.2				27.6			61.8
Customer relationships		8.0				13.8				7.5			29.3
Trade name		—				2.7				2.7			5.4
Backlog		—				0.8				0.2			1.0
Goodwill		—				47.5				66.7			114.2
Liabilities assumed		(74.3	)			(25.4	)	(b)		(19.8	)		(119.5	)
Total consideration allocated	$	253.5			$	66.8			$	96.3		$	416.6
Bargain purchase gain	$	144.1				—				—		$	144.1

(a)

Total cash consideration consisted of $107.2 million for the acquisition of the outstanding stock including an $8.0 million payment to settle an employee award, and settlement of a $14.0 million note previously issued by the Company to PhenomeX during 2023.

(b)

This amount includes an assumed liability for vested employee awards of $6.3 million on the acquisition date which was settled in the post-closing period ended March 31, 2023, for Biognosys, AG.

Acquisitions material to the Company’s financial statements

The table below summarizes information on the acquisition material to the Company’s financial statements in 2023:


	PhenomeX Inc. (a)
Acquisition date	October 2, 2023
Bruker segment	BSI NANO
Activity of acquired business	PhenomeX is a life science tools company with a focus on functional cell biology. Their products and services provide customers with, among other offerings, Optofluidic platforms such as the Beacon, Beacon Select and Beacon Quest as well as Proteomic Barcoding Platforms, such as the IsoLight System and the IsoSpark System. The acquisition complements the Company's cellular and sub-cellular analysis tools including our high-performance spatial biology platform.
Location	California, U.S.A.
Acquired interest	100%
Business/technology acquired	Outstanding stock of PhenomeX Inc. (“PhenomeX”)

(a)

The Company renamed PhenomeX to Bruker Cellular Analytics (“BCA”) following acquisition.

The following table presents estimated useful life for the acquired intangible assets as determined by the Company:


		PhenomeX Inc.
Intangible Asset — Technology		12 years
Intangible Asset — Customer relationships		15 years

The PhenomeX acquisition resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $144.1 million and is shown as a gain on bargain purchase on our consolidated statement of income for the year ended December 31, 2023. Prior to recognizing the gain, the Company reassessed the measurement and recognition of identifiable assets acquired, and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate. The acquisition resulted in a bargain purchase gain due to the following factors: (i) the sellers were motivated and were looking for new management to lead the strategic direction of the company, create economies of scale and return the company to profitable operations, (ii) recurring operating losses resulted in a valuation of PhenomeX that significantly affected its market capitalization that resulted in a sustained decrease in stock price and fair value and (iii) PhenomeX has accumulated significant NOL’s that can be utilized by the Company, subject to annual limitations, to reduce its US taxable income which could not be benefited by PhenomeX. During 2024 the Company finalized the Section 382(h) study on NOL and R&D credits at the end of the measurement period, and as a result, the Company recorded a charge to the bargain purchase of $8.0 million.

Results of acquired operations of BCA

The results of the acquired operations of BCA have been included in the consolidated financial statements of the Company since its acquisition date of October 2, 2023. For the period from October 2, 2023, through December 31, 2023, BCA had total revenues of $7.0 million and pre-tax net loss of $43.4 million. The tax effect on pre-tax net loss of BCA is included in the consolidated US tax return of Bruker Corporation. Shortly after acquiring PhenomeX, the Company initiated a restructuring plan. Refer to Note 11, Other Charges, Net.

The Company did not expect the amounts allocated to goodwill to be deductible for tax purposes.

Other 2023 Acquisitions

During the year ended December 31, 2023, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.

The table below summarizes information on the Company’s certain other acquisitions in 2023:


	Biognosys, AG
Acquisition date	January 3, 2023
Bruker segment	BSI CALID
Activity of acquired business	Mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development.
Location	Zurich, CH
Acquired interest	97.15%
Business/technology acquired	Outstanding stock of Biognosys, AG and its wholly owned subsidiary (collectively, “Biognosys”)
Additional acquisition agreements	Concurrent with the acquisition, 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 2.85% of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028. The option price to acquire the remaining 2.85% equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment. The fair value at acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services.

The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2023 as determined by the Company:


		Biognosys, AG (a)
Intangible Asset — Technology		7 years
Intangible Asset — Tradenames		indefinite
Intangible Asset — Customer relationships		9 years

The Company expects to amortize backlog through the end of 2025.

The following table reflects the consideration transferred and the respective reportable segment for certain other acquisitions (in millions):


	Date Acquired	Segment	Total Consideration, net of Cash Acquired		Cash Consideration
Zontal Inc.	May 4, 2023	BSI BioSpin	$	33.5	$	14.8
Other (In aggregate)	Various	Various		62.8		33.0
			$	96.3	$	47.8

For the period from the date of acquisition through December 31, 2023, the revenues and results of operations included in the consolidated financial statements of the Company were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.

The amortization period of the intangibles acquired for the Company’s other acquisitions is seven to eleven years for technology, one to twelve years for tradenames, and seven to fourteen years for customer relationships. The fair values of technology for certain acquisitions were not material and were expensed in full during 2023.

The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

Supplemental Pro Forma Information (unaudited):

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 PhenomeX, ELITechGroup and Chemspeed had been completed on January 1, 2023 (in millions):


	Year ended December 31, 2024							Year ended December 31, 2023
	Before Adjustments		Pro forma Adjustments			After Adjustments		Before Adjustments		Pro forma Adjustments			After Adjustments
Revenue	$	3,426.0	$	—		$	3,426.0	$	3,318.5	$	—		$	3,318.5
Net income (loss)	$	115.3	$	(15.7	)	$	99.6	$	168.4	$	(88.3	)	$	80.1

The pro forma financial information above for the year ended December 31, 2023 also include the results of NanoString as though this acquisition had been completed on January 1, 2023.

NanoString was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023, under the Securities and Exchange Act of 1934, as amended, following NanoString and certain of its subsidiaries filing voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on February 4, 2024. Further, management considers that results of NanoString for the period from October 1, 2023, through May 6, 2024, are unlikely to be meaningful to users of these financial statements given the operations and financial results of NanoString were inherently materially impacted by the bankruptcy declaration. Accordingly, the pro forma financial information does not include the results of NanoString from October 1, 2023, through its acquisition date of May 6, 2024, as the historical financial statements after the quarter ended September 30, 2023 are not meaningful.

On March 21, 2023, pursuant to a merger agreement (“IsoPlexis Merger”), Berkeley Lights, Inc. (“BLI”) acquired and merged with IsoPlexis Corporation (“IsoPlexis”) with IsoPlexis surviving the merger as a wholly owned subsidiary of BLI. The newly merged company was renamed PhenomeX Inc. Historical financial statements of PhenomeX for periods prior to the IsoPlexis Merger are the historical financial statements of BLI. As a result, it would not be meaningful and would be impracticable to present comparative pro forma financial information as though the acquisition of PhenomeX had occurred as of the beginning of the comparable prior annual reporting period as if the business combination with PhenomeX had been completed on January 1, 2022.

The pro forma adjustments that impact net income (loss) include the following (in millions):


	Year ended December 31, 2024
	2024			2023
Net (increase) in amortization and depreciation expense associated with tangible and intangible assets	$	(2.4	)	$	(48.3	)
Net (increase) in interest expense		(13.3	)		(40.0	)
Total pro forma adjustments - net income (loss)	$	(15.7	)	$	(88.3	)

The supplemental pro forma financial information presented above is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information. This supplemental pro forma financial information is not necessarily indicative of the financial position or results of operations that would have been realized if the PhenomeX, NanoString, ELITechGroup and Chemspeed acquisitions had been completed on January 1, 2023. No effect has been given for synergies, if any, that may have been achieved through the acquisitions nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.