BRUKER CORP Goodwill & Intangibles Disclosure
6. Goodwill and Intangible Assets
Goodwill
The following table sets forth the changes in the carrying amount of goodwill by segment (in millions):
|
|
BSI BioSpin |
|
|
BSI CALID |
|
|
BSI NANO |
|
|
BEST |
|
|
Total |
|
|||||
Balance at December 31, 2023 |
|
|
86.5 |
|
|
|
201.5 |
|
|
|
294.3 |
|
|
|
0.3 |
|
|
|
582.6 |
|
Current period additions |
|
|
141.3 |
|
|
|
536.0 |
|
|
|
281.0 |
|
|
|
— |
|
|
|
958.3 |
|
Foreign currency impact |
|
|
(6.6 |
) |
|
|
(21.5 |
) |
|
|
(5.5 |
) |
|
|
— |
|
|
|
(33.6 |
) |
Balance at December 31, 2024 |
|
|
221.2 |
|
|
|
716.0 |
|
|
|
569.8 |
|
|
|
0.3 |
|
|
|
1,507.3 |
|
Current period additions |
|
|
— |
|
|
|
49.0 |
|
|
|
— |
|
|
|
— |
|
|
|
49.0 |
|
Current period impairment charges |
|
|
(42.5 |
) |
|
|
— |
|
|
|
(54.0 |
) |
|
|
— |
|
|
|
(96.5 |
) |
Current period adjustments |
|
|
— |
|
|
|
(1.5 |
) |
|
|
(0.3 |
) |
|
|
— |
|
|
|
(1.8 |
) |
Foreign currency impact |
|
|
24.0 |
|
|
|
55.4 |
|
|
10.3 |
|
|
|
— |
|
|
|
89.7 |
|
|
Balance at December 31, 2025 |
|
$ |
202.7 |
|
|
$ |
818.9 |
|
|
$ |
525.8 |
|
|
$ |
0.3 |
|
|
$ |
1,547.7 |
|
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. Due to the operating performance of certain reporting units subsequent to their acquisition and the underlying macroeconomic conditions and uncertainties that existed during the third quarter of 2025, and as of September 30, 2025, the Company concluded that it was more likely than not that the fair value of four of the Company’s reporting units was less than their carrying amount. As a result, the Company performed a quantitative impairment test for impairment in those reporting units as of September 30, 2025. The Company completed its annual goodwill impairment test as of October 1, 2025, for the other reporting units during the fourth quarter of 2025.
The results of the valuation indicated that the carrying amount of the Bruker Spatial Biology (“BSB”) reporting unit within the Company’s BSI NANO Segment and Automation (“AUT”) reporting unit within the Company’s BSI BioSpin Segment exceeded their fair value. The other two reporting units that were tested for impairment during the third quarter of 2025 passed the impairment test with significant headroom. As a result, during the third quarter of 2025, the Company recorded a goodwill impairment charge of $96.5 million on the consolidated statements of operations, which represented the amount by which the carrying value of the BSB and AUT reporting units exceeded their respective fair values. For all other reporting units for which the annual goodwill impairment test was completed during the fourth quarter of 2025, after considering all relevant facts and circumstances, including macroeconomic environment, overall financial performance, segment specific events, and the excess of each reporting unit’s estimated fair value over its carrying amount in the most recent quantitative impairment test (which showed significant headroom), the Company concluded that it was more likely than not that the fair value of these reporting units was more than their respective carrying amounts. Accordingly, no quantitative goodwill impairment test was required for these reporting units, and no additional goodwill impairment charges were recorded during the year ended December 31, 2025.
In determining the fair value of the reporting units, the Company used a weighted combination of the market approach and the income approach. The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information. The significant assumptions in the discounted cash flow models included, but were not limited to, discount rates ranging from 10.0% to 19.5%, revenue growth rates, and earnings before interest, taxes and depreciation and amortization (“EBITDA”) margin targets consistent with the Company’s other significant businesses. These assumptions 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. The significant assumptions in the market approach included, but were not limited to, revenue growth rates and revenue multiples based on the guideline public company method. These estimates and assumptions represented a Level 3 measurement because they were supported by little or no market activity and reflected the Company’s assumptions in measuring fair value.
The Company will continue to monitor these circumstances, such as current macroeconomic conditions and uncertainties described below. If there are any factors that drive changes to key assumptions in our valuation inputs and if the fair value of any of the Company’s reporting units declines below the carrying value in the future, additional goodwill impairment charges may be incurred.
Intangible Assets
The following is a summary of intangible assets (in millions):
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||
|
|
Gross |
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
Net |
|
||||||
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
||||||
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
||||||
Existing technology and related patents (a) |
|
$ |
787.3 |
|
|
$ |
(358.2 |
) |
|
$ |
429.1 |
|
|
$ |
724.5 |
|
|
$ |
(291.3 |
) |
|
$ |
433.2 |
|
Customer relationships |
|
|
594.6 |
|
|
|
(169.1 |
) |
|
|
425.5 |
|
|
|
550.6 |
|
|
|
(125.6 |
) |
|
|
425.0 |
|
Trade names (b) |
|
|
67.9 |
|
|
|
(27.4 |
) |
|
|
40.5 |
|
|
|
60.9 |
|
|
|
(16.1 |
) |
|
|
44.8 |
|
Other |
|
|
18.1 |
|
|
|
(13.6 |
) |
|
|
4.5 |
|
|
|
16.5 |
|
|
|
(7.0 |
) |
|
|
9.5 |
|
Intangible assets |
|
$ |
1,467.9 |
|
|
$ |
(568.3 |
) |
|
$ |
899.6 |
|
|
$ |
1,352.5 |
|
|
$ |
(440.0 |
) |
|
$ |
912.5 |
|
For the years ended December 31, 2025, 2024 and 2023, the Company incurred amortization expense of $121.2 million, $99.1 million and $47.1 million, respectively.
The estimated future amortization expense related to amortizable intangible assets is as follows (in millions):
2026 |
|
$ |
112.8 |
|
2027 |
|
|
103.8 |
|
2028 |
|
|
98.3 |
|
2029 |
|
|
88.7 |
|
2030 |
|
|
83.3 |
|
Thereafter |
|
|
405.4 |
|
Total |
|
$ |
892.3 |
|
On a quarterly basis, the Company reviews its intangible assets to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets, are less than the assets’ carrying value, and are not recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Impairment costs are recorded in total cost of revenue and total operating expenses in the consolidated statements of operations for the difference between the fair value and carrying value of the asset. During the year ended December 31, 2025, the Company identified indicators of impairment due to the operating performance of certain asset groups, the decision to discontinue certain tradenames and product lines due to restructurings plans as described in Note 12, Restructuring as well as due the Company’s annual strategic planning process, and the underlying macroeconomic conditions and uncertainties discussed herein. In connection therewith, the Company determined that certain long-lived assets had net carrying values that were not recoverable. During the year ended
December 31, 2025, the Company recognized impairment charges of $18.3 million in cost of product revenue, and $12.4 million in other charges, net.
During the year ended December 31, 2024, the Company recorded an immaterial impairment charge for one of its technology intangible assets in connection with a global restructuring program announced in April 2024. No intangible assets impairment charges were recorded for the year ended December 31, 2023.
The following table summarizes the intangible assets impairment charges by reportable segment for the year ended December 31, 2025 (in millions):
BSI BioSpin |
|
|
|
|
Existing technology and related patents |
|
$ |
2.2 |
|
Customer relationships |
|
|
2.4 |
|
Total BSI BioSpin |
|
|
4.6 |
|
BSI CALID |
|
|
|
|
Existing technology and related patents |
|
|
8.3 |
|
Customer relationships |
|
|
0.5 |
|
Trade names |
|
|
0.7 |
|
Total BSI CALID |
|
|
9.5 |
|
BSI NANO |
|
|
|
|
Existing technology and related patents |
|
|
8.4 |
|
Customer relationships |
|
|
7.4 |
|
Trade names |
|
|
0.8 |
|
Total BSI NANO |
|
|
16.6 |
|
Total impairment charges |
|
$ |
30.7 |
|
Current macroeconomic conditions and uncertainties, including inflationary pressures, changes to trade and tariff policies, customs duties imposed or that may be imposed by the current presidential administration in the U.S., delays and disruption in U.S. academic institutions funding for high-end research instrumentation used in academic and medical research, delays in the release of Chinese government stimulus spending, geopolitical tensions and possible expansion of current conflicts, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, could continue to adversely impact the fair value of our reporting units and cause the Company to record additional impairment charges for goodwill, intangible assets, and other long-lived assets. The Company continuously monitors its goodwill, intangible assets, and other long-lived assets for impairment and additional charges may be recorded in the future from these analyses depending on market conditions and actual and forecasted future results.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 27, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 16, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.