BRUKER CORP
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
BRKR$61.31+5.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-335226
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001193125-26-449731
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 133 previous paragraphs and 139 current paragraphs.
91 unchanged; 31 reworded; 16 added; 10 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
BSI BIOS, consisting of:
Current report
o
Current report
The Mimetas division, a new division formed during the third quarter of 2026 following the acquisition of a majority interest in Mimetas B.V., as described in Note 3, Acquisitions.
Current report
The non-GAAP organic revenue remained relatively flat during the three and nine months ended September 30, 2026.
Current report
The increase in our non-GAAP operating margin during the three months ended September 30, 2026, was driven primarily by cost savings initiatives, which reduced cost of revenue, selling, general and administrative and research and development expenses, and by favorable revenue mix. The increase in our non-GAAP operating margin during the nine months ended September 30, 2026, was driven primarily by cost savings initiatives and a favorable net impact of U.S. tariffs, partially offset by unfavorable revenue mix, and foreign exchange headwinds. The unfavorable revenue mix more than offset the benefit of higher revenue volume for the period.
Current report
The overall increase in revenue during the three months ended September 30, 2026, when compared to the same period in 2025, was primarily due to growth in our BSI BIOS and BEST segments. The increase in BSI BIOS revenue was driven primarily by a $14.0 million, or 3.5%, contribution from recent acquisitions, primarily Tofwerk and Mimetas, as discussed in greater detail in Note 3, Acquisitions to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, as well as higher demand in the industrial and semiconductor markets. This increase was partially offset by lower revenue from the hospital and clinical market and the academic and government research market. Foreign currency fluctuations, primarily related to a stronger U.S. Dollar, reduced BSI BIOS revenue by approximately $4.0 million, or 0.9%. The increase in BEST revenue was driven primarily by higher demand from the hospital and clinical market. Geographically, revenue growth in Europe and North America was partially offset by lower revenue in China.
Current report
The overall increase in revenue during the nine months ended September 30, 2026, when compared to the same period for 2025, was primarily due to growth in our BSI BIOS, BSI BMID, and BEST segments. The increase in BSI BIOS revenue was driven primarily by a $43.0 million, or 3.9%, contribution from recent acquisitions, primarily Tofwerk, and higher demand from the pharmaceutical and biotechnology market and the hospital and clinical market. This increase was partially offset by lower revenue from the academic and government research market, primarily in the United States and China. Foreign currency fluctuations, primarily related to a weaker U.S. Dollar, increased BSI BIOS revenue by approximately $16.0 million, or 1.5%. The increase in BSI BMID revenue was driven primarily by higher demand from the industrial market and the pharmaceutical and biotechnology market. Foreign currency fluctuations increased BSI BMID revenue by approximately $10.0 million, or 2.6%. The increase in BEST revenue was driven primarily by higher demand from the hospital and clinical market and the academic and government research market, partially offset by lower revenue from the semiconductor and other markets. Foreign currency fluctuations increased BEST revenue by approximately $5.0 million, or 2.7%.
Current report
Gross profit increased by $49.9 million and gross profit margin improved by 500 basis points during the three months ended September 30, 2026, compared to the same period in 2025, driven primarily by a $19.6 million decrease in restructuring costs, cost savings initiatives that reduced product costs, and favorable revenue mix. The BSI BIOS segment contributed approximately $29.0 million of the increase in gross profit, driven primarily by lower product costs resulting from cost savings initiatives, with additional benefit from a $12.4 million decrease in restructuring costs, and the absence of intangible asset impairment charges of $4.3 million recorded in the prior-year period. The BSI BNANO segment contributed approximately $10.5 million of the increase, driven primarily by the absence of intangible asset impairment charges of $8.3 million and the absence of restructuring charges of $4.5 million recorded in the prior-year period, as well as lower product costs resulting from cost savings initiatives. These factors also contributed to improved gross profit margins in both segments.
Current report
Gross profit increased by $96.6 million and gross profit margin improved by 240 basis points during the nine months ended September 30, 2026, compared to the same period in 2025, driven primarily by a $16.8 million decrease in restructuring costs, cost savings initiatives that reduced product costs, a favorable net impact from U.S. tariffs, and higher revenue volume, partially offset by unfavorable revenue mix, higher purchased intangible asset amortization, and foreign exchange headwinds. The BSI BIOS segment contributed approximately $65.9 million of the increase in gross profit, driven primarily by higher revenue volume, lower product costs resulting from cost savings initiatives, a $11.5 million decrease in restructuring costs, a favorable net impact from U.S. tariffs, and the absence of intangible asset impairment charges of $9.9 million recorded in the prior-year period. The BSI BMID segment contributed approximately $18.1 million of the increase, driven primarily by higher revenue volume, a $4.2 million decrease in restructuring costs, a favorable net impact from U.S. tariffs, and lower product costs resulting from cost savings initiatives. These factors also contributed to improved gross profit margins in both segments.
Current report
Goodwill impairment charges for the BSB&CA reporting unit within the BSI NANO segment totaled $211.0 million for the nine months ended September 30, 2026. In determining the fair values of the BSB&CA reporting unit in the second quarter of 2026 we used a weighted combination of the market approach and the income approach. When determining the fair value of the BSB&CA reporting unit in the third quarter of 2026, we used the income approach. Significant assumptions in the discounted cash flow model included, but were not limited to, discount rates ranging from 11.0% to 14.0%, revenue growth rate assumptions at the higher end of the projected ranges for our other significant businesses, and, for the impairment test performed in the third quarter of 2026, operating margin rate assumptions that were lower than those of the Company’s other significant businesses.
Current report
In connection with the acquisition of Mimetas, as further described in Note 3, Acquisitions, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, we established a new reporting unit, Mimetas, within the BSI BIOS segment during the third quarter of 2026 and assigned it $42.5 million of goodwill. Based on the preliminary purchase price allocation, the estimated fair value of the Mimetas reporting unit approximated its carrying value as of the acquisition date. As of the filing date of this Quarterly Report on Form 10-Q, we are not aware of any events or trends reasonably likely to negatively affect its estimated fair value.
Current report
Other Charges (Gains), Net
Current report
Other charges (gains), net increased by $33.4 million during the three months ended September 30, 2026, compared to the same period in 2025, primarily due to a $45.3 million unfavorable year-over-year change in acquisition-related hybrid liability adjustments. The prior-year period included a significant gain related to the remeasurement of a hybrid liability associated with certain majority-owned acquisitions, compared to a de minimis charge in the current-year period. The increase was partially offset by lower restructuring and impairment charges, primarily related to restructuring programs as described in Note 10, Restructuring, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. Refer to Note 9, Other Charges (Gains), Net, for additional details.
Current report
Operating Loss
Current report
Interest and Other (Expense) Income, Net
Current report
The decrease in Interest and other (expense) income, net for the three months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase in impairment charges related to our minority investments, including a $34.6 million impairment of our investment in NovAliX. This increase in impairment charges was partially offset by a $9.7 million unrealized gain on an equity interest investment recognized during the three months ended September 30, 2026. Refer to Note 4, Minority and Equity-Method Investments, and Note 11, Interest and Other (Expense) Income, Net, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding Interest and other (expense) income, net.
Removed paragraphs (10)
Previous report
BSI Biosystems (“BIOS”), consisting of:
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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%.
Previous report
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.
Previous report
Other Charges, Net
Previous report
Operating (Loss) Income
Previous report
Interest and Other Income (Expense), Net
Reworded paragraphs (31)
Previous wording
our ability to identify suitable acquisition targets and successfully integrate and manage acquired business; and
Current wording
our ability to identify suitable acquisition targets and successfully integrate and manage acquired businesses; and
Previous wording
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.
Current wording
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. Effective July 1, 2026, we completed a reorganization of our reportable segments to streamline our organizational structure and further facilitate decision making, accountability, customer focus, and innovation. Prior to this change, our reportable segments consisted of Bruker Scientific Instruments (“BSI”) BioSpin, BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection), BSI NANO, and Bruker Energy & Supercon Technologies (“BEST”). Following the reorganization, effective July 1, 2026, our reportable segments consist of the following:
Previous wording
The 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;
Current wording
The BioSpin 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;
Previous wording
The Daltonics division (formerly Bruker Life Sciences Mass Spectrometry and Bruker Applied Mass Spectrometry), previously part of the former BSI CALID segment; and
Current wording
The Daltonics division (formerly Bruker Life Sciences Mass Spectrometry and Bruker Applied Mass Spectrometry), previously part of the former BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection) segment;
Previous wording
The Optics division, previously part of the former BSI CALID segment.
Current wording
The Optics division, previously part of the former BSI CALID segment; and
Previous wording
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.
Current wording
BSI Microbiology and Infection Diagnostics (“BMID”), consisting of the Microbiology, Molecular Diagnostics, and Biomedical Systems divisions previously part of the former BSI CALID segment.
Previous wording
BSI NANO, for which no changes were made to the reportable segment structure.
Current wording
BSI NANO, for which no changes were made to the reportable segment structure in connection with the reorganization.
Previous wording
BEST, for which no changes were made to the reportable segment structure.
Current wording
BEST, for which no changes were made to the reportable segment structure in connection with the reorganization.
Previous wording
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.
Current wording
Prior period segment information has been recast to conform to the new reportable segments.
Previous wording
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.
Current wording
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 income margin, and non-GAAP free cash flow.
Previous wording
Non-GAAP free cash flow as GAAP net cash provided by operating activities less additions to property, plant, and equipment.
Current wording
Non-GAAP free cash flow as GAAP net cash provided by operating activities less additions to property, plant, and equipment and intangible assets.
Previous wording
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.
Current wording
The increase in non-GAAP gross profit and gross profit margin during the three months ended September 30, 2026, was driven primarily by cost savings initiatives and favorable revenue mix. The increase in non-GAAP gross profit and gross profit margin during the nine months ended September 30, 2026, was driven primarily by cost savings initiatives and a favorable net impact of U.S. tariffs, partially offset by unfavorable revenue volume and mix and, with respect to gross profit margin, foreign exchange headwinds.
Previous wording
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.
Current wording
For the nine months ended September 30, 2026, our free cash flow increased by $201.4 million compared to the same period in 2025, driven by higher operating cash flow, primarily attributable to higher net income, excluding non-cash impairment of goodwill and other assets, timing of vendor payments, and lower cash tax payments.
Previous wording
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.
Current wording
Our selling, general and administrative expenses decreased to 25.9% of total revenue for the three months ended September 30, 2026, compared to 28.2% in the prior-year period, and decreased to 27.9% of total revenue for the nine months ended September 30, 2026, compared to 28.4% in the same period in 2025. The decrease as a percentage of revenue was primarily due to cost saving initiatives.
Previous wording
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.
Current wording
Our research and development expenses decreased to 10.5% of total revenue for the three months ended September 30, 2026, compared to 11.4% in the prior-year period, and decreased to 11.3% of total revenue for the nine months ended September 30, 2026, compared to 12.0% for the same period in 2025. The decrease as a percentage of revenue was primarily due to cost saving initiatives.
Previous wording
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.
Current wording
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 reporting unit post‑merger (“BSB&CA”) as of April 1, 2026. The pre-merger goodwill impairment test indicated that the fair value of the BSB reporting unit exceeded its carrying value and, therefore, no impairment charge was recorded. Based on the results of the post-merger goodwill impairment test, we recorded a goodwill impairment charge of $36.5 million during the second quarter of 2026 within the BSI NANO segment. During the third quarter of 2026, changes in the competitive landscape and operating results below expectations led us to lower our expectations for the BSB&CA reporting unit, including our long-term forecasted revenue and cash flows. These factors constituted a triggering event that required an interim goodwill impairment test as of September 30, 2026, which resulted in an additional goodwill impairment charge of $174.5 million within the BSI NANO segment. The third quarter 2026 impairment charge represented the remaining goodwill balance of the BSB&CA reporting unit.
Previous wording
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.
Current wording
During the second quarter of 2026, we reduced our forecasted revenue and cash flows for the CST (formerly Automation) reporting unit. As a result, we performed an interim goodwill impairment test for the CST reporting unit. We recorded a goodwill impairment charge of $98.4 million within the BSI BIOS segment, all of which was recognized in the second quarter of 2026. The impairment charge represented the remaining goodwill balance of the CST reporting unit. In determining the fair value of the CST reporting unit, we used the income approach. Significant assumptions in the discounted cash flow model included, but were not limited to, a discount rate of 13.5% and revenue growth and operating margin rate assumptions at the lower end of the projected ranges for our other significant businesses.
Previous wording
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.
Current wording
We will continue to monitor circumstances and uncertainties that may impact the carrying value of our reporting units, including 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.
Previous wording
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.
Current wording
Other charges (gains), net increased by $21.5 million during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to the unfavorable year-over-year impact of acquisition-related hybrid liability adjustments described above, partially offset by a $24.7 million decrease in acquisition-related litigation charges. The prior-year period included costs related to the settlement of litigation matters, while no significant acquisition-related litigation costs were incurred in the current-year period. Refer to Note 9, Other Charges (Gains), Net, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for additional details.
Previous wording
The following table presents operating (loss) income and operating margins (“OM”) on revenue by reportable segment for the periods reported:
Current wording
The following table presents operating loss and operating margins (“OM”) on revenue by reportable segment for the periods reported:
Previous wording
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.
Current wording
The increase in operating loss and unfavorable change in operating loss margin for the three and nine months ended September 30, 2026, when compared to the same period in 2025, was primarily due to the goodwill impairment charges in our BSI BIOS 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 the unfavorable change in acquisition-related hybrid liability adjustments, partially offset by higher gross profit, lower acquisition-related litigation charges, lower restructuring costs, and cost savings initiatives. For the nine months ended September 30, 2026, the positive net U.S. tariffs impact also partially offset the increase in operating loss and unfavorable change in operating loss margin.
Previous wording
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.
Current wording
The increase in Interest and other (expense) income, net for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily attributable to a $37.3 million unrealized gain on an equity investment and a $12.2 million gain on the remeasurement of the previously held equity interest in Tofwerk recognized during the nine months ended September 30, 2026, partially offset by an increase in impairment charges related to our minority investments, including a $34.6 million impairment of our investment in NovAliX recognized in the third quarter of 2026. Refer to Note 4, Minority and Equity-Method Investments, and Note 11, Interest and Other (Expense) Income, Net, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding Interest and other (expense) income, net.
Previous wording
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.
Current wording
The effective tax rate for the three and nine months ended September 30, 2026 was 10.1% and (3.2%), respectively. The effective tax rate for the three and nine months ended September 30, 2025 was 19.6%, and 18.4%, respectively. We recorded an income tax benefit and an income tax provision for the three and nine months ended September 30, 2026, respectively. The income tax benefit for the three-month period was driven primarily by deductible goodwill impairment charges recorded in our BSB&CA reporting unit. The income tax provision for the nine-month period was driven primarily by the tax effects of nondeductible goodwill impairment charges recorded in previous quarters in our Company’s CST reporting unit, partially offset by deductible goodwill impairment charges recorded in our BSB&CA reporting unit. 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.
Previous wording
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.
Current wording
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. In January 2026, the OECD/G20 Inclusive Framework issued guidance establishing a Side-by-Side system, including safe harbors that may apply to U.S. parented multinational groups. Our income tax provision for the three and nine months ended September 30, 2026, reflected currently enacted legislation and guidance related to Pillar Two. This enacted legislation and guidance did not have a material impact on our income tax provision for the three and nine months ended September 30, 2026. We continue to evaluate the Side-by-Side guidance and monitor the countries in which we operate as they enact legislation implementing Pillar Two.
Previous wording
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.
Current wording
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 September 30, 2026, we had $119.7 million in cash and cash equivalents, of which $75.6 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.
Previous wording
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.
Current wording
Net cash provided by operating activities during the nine months ended September 30, 2026, resulted primarily from consolidated net loss adjusted for non-cash items of $346.4 million and a change in operating assets and liabilities, net of acquisitions of ($234.4) million. The increase in consolidated net loss adjusted for non-cash items was driven primarily by (i) goodwill impairment charges recognized in the BSI NANO segment related to the impairment of the BSB&CA reporting unit and in the BSI BIOS segment related to the impairment of the Chemspeed Technologies (formerly Automation) reporting unit, as described in Note 5, Goodwill and Intangible Assets, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, (ii) year-over-year changes in foreign currency gains and losses associated with Swiss franc-denominated intercompany debt, and (iii) fluctuations in the fair value remeasurement of our put option liabilities and hybrid instrument liabilities. The change in operating assets and liabilities, net of acquisitions, increased primarily due to timing of vendor payments and lower cash tax payments, partially offset by lower collections of accounts receivable.
Previous wording
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.
Current wording
Net cash used in investing activities during the nine months ended September 30, 2026, resulted primarily from purchases of property, plant, and equipment and intangible assets of $74.5 million and cash paid for acquisitions of $73.0 million.
Previous wording
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.
Current wording
Net cash used in financing activities during the nine months ended September 30, 2026, was primarily from repayments of long-term debt of $186.3 million and cash paid for dividends to our preferred and common shareholders of $55.8 million, partially offset by net proceeds from our 2024 Revolving Credit Agreement (“Revolving Credit Facility”) of $115.0 million. Net cash provided by financing activities during the nine months ended September 30, 2025 also included the issuance of, and proceeds received from, the Series A Mandatory Convertible Preferred Stock during the third quarter of 2025, for which there was no comparable issuance in 2026.
Previous wording
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.
Current wording
As of September 30, 2026, we have total outstanding debt of $1.7 billion and a Revolving Credit Facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the Revolving Credit Facility or incur term loans in an aggregate amount not to exceed $400.0 million. As of September 30, 2026, we were in compliance with all covenants of our debt agreements.
Previous wording
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.
Current wording
As a result of triggering events, we completed interim goodwill impairment tests on our BSB&CA and CST reporting units during the second quarter of 2026 and an additional interim goodwill impairment test on our BSB&CA reporting unit during the third quarter of 2026. The analyses 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, current market conditions (including changes in the competitive landscape), and management’s revised expectations of future revenues and operating margin. As a result, we recorded total goodwill impairment charges of $211.0 million and $98.4 million for the BSB&CA and CST reporting units, respectively, during the nine months ended September 30, 2026. The CST reporting unit had no remaining goodwill following the impairment charge recorded in the second quarter of 2026, and the BSB&CA reporting unit had no remaining goodwill following the impairment charge recorded in the third quarter of 2026. In addition, in connection with the reorganization of our reportable segments effective July 1, 2026, we performed interim goodwill impairment tests for the affected reporting units, which did not result in any goodwill impairment charges.
Previous wording
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.
Current wording
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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As described in Note 1, Description of Business, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, effective July 1, 2026, we completed a reorganization of our reportable segments. This reorganization resulted in changes to the composition of certain of our reporting units and, as a result, we performed interim goodwill impairment tests for the affected reporting units during the third quarter of 2026. The fair value of each affected reporting unit exceeded its carrying value, and, therefore, no goodwill impairment charge was recorded.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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: