Form 8-K - Current report

false000110935400011093542024-11-052024-11-05

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2024

 

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware	000-30833	04-3110160
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File number)	Identification No.)

 

40 Manning Road

Billerica, MA 01821

(Address of principal executive offices) (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share		BRKR		The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Section 2 – Financial Information

 

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2024, Bruker Corporation issued a press release announcing financial results as of and for the three and nine months ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information contained in the press release attached hereto as Exhibit 99.1, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those indicated by these statements. Please refer to the cautionary note contained in the press release under the heading “Forward-Looking Statements” for additional information regarding these forward-looking statements.

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d)	Exhibits.
	Number		Description
	99.1		Press release dated November 5, 2024.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRUKER CORPORATION (Registrant)
Date: November 5, 2024	By:	/s/ GERALD N. HERMAN
		Gerald N. Herman
		Executive Vice President and Chief Financial Officer

 

 

 

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Exhibit 99.1

 

Bruker Reports Third Quarter 2024 Financial Results

 

•

Q3 2024 revenues of $864.4 million, up 16.4% year-over-year (yoy); Bruker organic revenue up 3.1% yoy, and CER revenue up 15.7% yoy; BSI segment organic revenue up 3.8% yoy

•

Q3 2024 GAAP diluted EPS $0.27; non-GAAP diluted EPS $0.60

•

Updated FY2024 guidance:

o

Revenue $3.34 to $3.37 billion, implying Bruker organic revenue growth of 3% to 4%, and CER revenue growth of approximately 13% yoy

o

Non-GAAP EPS of $2.36 - $2.41

 

BILLERICA, Massachusetts – November 5, 2024 – Bruker Corporation (Nasdaq: BRKR) today announced financial results for its third quarter and for the nine months ended September 30, 2024.

 

Frank H. Laukien, Bruker’s President and CEO, commented: “Bruker has again posted double-digit year-over-year CER revenue growth, and above-market organic revenue growth, in Q3 and year-to-date. This is a testament to our Project Accelerate transformation, and to our operational excellence processes driving improvements in our strategic acquisitions. We have delivered sequential operating margin improvements in Q3, and we expect further sequential margin improvements, along with double-digit CER revenue growth, also in the fourth quarter.”

 

He continued: “Despite biopharma and China recovery delays, orders for our differentiated post-genomic, multiomics, cleantech, semicon and diagnostics solutions are gradually improving, with upper mid-single digit BSI organic bookings growth in Q3 year-over-year. However, nascent biopharma and China recoveries will not benefit our fiscal year 2024 anymore, and accordingly we are lowering our FY2024 guidance. Integrating and improving our strategic acquisitions is making good progress and will further accelerate Bruker’s remarkable transformation. We are confident in our ability to drive above-market organic revenue growth with significant margin expansion in 2025.”

 

Third Quarter 2024 Financial Results

Bruker’s revenues for the third quarter of 2024 were $864.4 million, an increase of 16.4% compared to $742.8 million in the third quarter of 2023. In the third quarter of 2024, revenues increased 3.1% organically year-over-year with constant-exchange rate (CER) revenue growth of 15.7%. Revenue growth from acquisitions was 12.5%, while foreign currency translation had a favorable impact of 0.7%.

Third quarter 2024 Bruker Scientific Instruments (BSI) revenues of $799.5 million increased 18.2% year-over-year, with organic revenue growth of 3.8%. Third quarter 2024 Bruker Energy & Supercon Technologies (BEST) revenues of $68.7 million decreased 2.7% year-over-year, with organic revenue, net of intercompany eliminations, decreasing by 3.2%.

Third quarter 2024 GAAP operating income was $68.1 million, compared to $124.5 million in the third quarter of 2023. Non-GAAP operating income was $129.1 million in the third quarter of 2024, a decrease of 12.9%

 

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compared to $148.3 million in the third quarter of 2023. Bruker’s third quarter 2024 non-GAAP operating margin was 14.9%, down 510 basis points due to our strategic acquisitions, from 20.0% in the third quarter of 2023.

Third quarter 2024 GAAP diluted earnings per share (EPS) were $0.27, compared to $0.60 in the third quarter of 2023. Third quarter 2024 non-GAAP diluted EPS were $0.60, a decrease of 18.9% compared to $0.74 in the third quarter of 2023.

 

First Nine Months of 2024 Financial Results

 

For the first nine months of 2024, Bruker’s revenues were $2.39 billion, an increase of 13.1% from $2.11 billion in the first nine months of 2023. In the first nine months of 2024, revenues increased 4.0% organically year-over-year, with constant-exchange rate (CER) revenue growth of 13.2%. Revenue growth from acquisitions was 9.2%, while foreign currency translation had an unfavorable impact of 0.1%.

In the first nine months of 2024, BSI revenues of $2.19 billion increased 14.0% compared to $1.92 billion in the first nine months of 2023, including organic growth of 4.1%. First nine months 2024 BEST revenues of $210.9 million increased 2.6%, compared to $205.5 million in the first nine months of 2023. Organic revenue growth for BEST, net of intercompany eliminations, was 3.7%.

In the first nine months of 2024, GAAP operating income was $181.0 million, compared to $333.4 million in the first nine months of 2023. Non-GAAP operating income in the first nine months of 2024 was $340.5 million, down 13.1% compared to $391.8 million in the first nine months of 2023. Bruker’s non-GAAP operating margin in first nine months of 2024 was 14.3%, a decrease of 430 bps compared to 18.5% in the first nine months of 2023.

First nine months 2024 GAAP diluted EPS was $0.67, compared to $1.50 in the first nine months of 2023. First nine months 2024 non-GAAP diluted EPS was $1.65, down 12.2% compared to $1.88 in the first nine months of 2023.

A reconciliation of non-GAAP to GAAP financial measures is provided in the tables accompanying this press

release.

Fiscal Year 2024 (FY 2024) Financial Outlook

 

For FY 2024, Bruker now expects revenues of $3.34 to $3.37 billion, compared to FY 2023 revenues of $2.96 billion, with 12.5% to 13.5% year-over-year reported revenue growth, including:

 

•

Organic revenue growth of 3% to 4%,

•

Contribution from M&A of approximately 9.5%,

•

Foreign currency translation impact approximately neutral,

•

CER revenue growth of approximately 13%.

Bruker now expects FY 2024 non-GAAP EPS of $2.36 to $2.41, compared to FY 2023 non-GAAP EPS of $2.58.

Updated FY 2024 revenue and non-GAAP EPS guidance is based on foreign currency exchange rates as of September 30, 2024.

 

 

 

For the Company’s outlook for 2024 organic revenue growth, M&A revenue growth, constant exchange rate revenue growth, and non-GAAP EPS, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measures, or reconciliations to such GAAP financial measures on a forward-looking basis. Please see “Use of Non-GAAP Financial Measures” below for a description of items excluded from our expected non-GAAP EPS.

 

 

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Quarterly Earnings Call

Bruker will host a conference call and webcast to discuss its financial results, business outlook, and related corporate and financial matters today, November 5, 2024, at 8:30 am Eastern Time. To listen to the webcast, investors can go to https://ir.bruker.com and click on the “Q3 2024 Earnings Webcast” hyperlink. A slide presentation will be referenced during the webcast and will be posted to our Investor Relations website shortly before the webcast begins. Investors can also listen to the earnings webcast via telephone by dialing 1-888-437-2685 (U.S. toll free) or [phone] (international) and referencing “Bruker’s Third Quarter 2024 Earnings Conference Call”.

Bruker is enabling investors to pre-register for the earnings conference call so that they can expedite their entry into the call and avoid the need to wait for a live operator. In order to pre-register for the call, investors can visit https://dpregister.com/sreg/10193829/fdca035215 and enter their contact information. Investors will then be issued a personalized phone number and PIN to dial into the live conference call. Individuals can pre-register any time prior to the start of the conference call on November 5.

A telephone replay of the conference call will be available by dialing 1-877-344-7529 (U.S. toll free) or [phone] (international) and entering replay access code: 7508549. The replay will be available beginning one hour after the end of the conference call through December 5, 2024.

About Bruker Corporation – Leader of the Post-Genomic Era (Nasdaq: BRKR)

Bruker is enabling scientists and engineers to make breakthrough post-genomic discoveries and develop new applications that improve the quality of human life. Bruker’s high-performance scientific instruments and high-value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity, and customer success in post-genomic life science molecular and cell biology research, in applied and biopharma applications, in microscopy and nanoanalysis, as well as in industrial and cleantech research, and next-gen semiconductor metrology in support of AI. Bruker offers differentiated, high-value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. For more information, please visit www.bruker.com.

Use of Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (GAAP), we use the following non-GAAP financial measures: non-GAAP gross profit; non-GAAP gross profit margin; non-GAAP operating income; non-GAAP operating income margin; non-GAAP SG&A expense; non-GAAP interest and other income (expense), net; non-GAAP profit before income taxes; non-GAAP income tax rate; non-GAAP net income and non-GAAP diluted earnings per share. These non-GAAP measures exclude costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets and other non-operational costs.

We also may refer to constant-exchange rate (CER) currency revenue growth and free cash flow or use which are also non-GAAP financial measures. We define the term CER currency revenue as GAAP revenue excluding the effect of changes in foreign currency translation rates. We define free cash flow as net cash provided by operating activities less additions to property, plant, and equipment. We believe free cash flow is a useful measure to evaluate our business because it indicates the amount of cash generated after additions to property, plant, and equipment that is available for, among other things, acquisitions, investments in our business, repayment of debt and return of capital to shareholders.

The presentation of these non-GAAP financial measures is not intended to be a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP and may be different from non-GAAP financial measures used by other companies, and therefore, may not be comparable among companies. We believe these non-GAAP financial measures provide meaningful supplemental information regarding our performance, however, we urge investors to review the reconciliation of these financial measures to the

 

 

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comparable GAAP financial measures included in the accompanying tables, and not to rely on any single financial measure to evaluate our business. Specifically, management believes that the non-GAAP measures mentioned above provide relevant and useful information which is widely used by analysts, investors and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance.

We use these non-GAAP financial measures to evaluate our period-over-period operating performance because our management believes this provides a more comparable measure of our continuing business by adjusting for certain items that are not reflective of the underlying performance of our business. These measures may also be useful to investors in evaluating the underlying operating performance of our business and forecasting future results. We regularly use these non-GAAP financial measures internally to understand, manage, and evaluate our business results and make operating decisions. We also measure our employees and compensate them, in part, based on certain non-GAAP measures and use this information for our planning and forecasting activities.

Additional information relating to the non-GAAP financial measures used in this press release and reconciliations to the most directly comparable GAAP financial measures are provided in the tables accompanying this press release following our GAAP financial statements.

With respect to our outlook for 2024 non-GAAP organic revenue, non-GAAP M&A revenue, non-GAAP constant exchange rate (CER) revenue and non-GAAP EPS, we are not providing the most directly comparable GAAP financial measures or corresponding reconciliations to such GAAP financial measures on a forward-looking basis, because we are unable to predict with reasonable certainty certain items that may affect such measures calculated and presented in accordance with GAAP without unreasonable effort. Our expected non-GAAP organic revenue and EPS ranges exclude primarily the future impact of restructuring actions, unusual gains and losses, acquisition-related expenses and purchase accounting fair value adjustments. These reconciling items are uncertain, depend on various factors outside our management’s control and could significantly impact, either individually or in the aggregate, our future period revenues and EPS presented in accordance with GAAP.

Forward-Looking Statements

 

Any statements contained in this press release which do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our fiscal year 2024 and 2025 financial outlook, our outlook for reported revenue growth, organic revenue growth, M&A revenue growth contributions, CER currency revenue growth, margin improvements, foreign currency translation revenue impact and non-GAAP EPS; management’s expectations for the impact of foreign currency and acquisitions; and for future financial and operational performance and business outlook; future economic conditions; and statements found under the “Use of Non-GAAP Financial Measures” section of this release. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the length and severity of any recession and the impact on global economic conditions, the impact of supply chain challenges, including inflationary pressures, the impact of geopolitical tensions and any sanctions, including any reduction in natural gas exports from Russia resulting from its ongoing conflict with Ukraine and resulting market disruptions, such as higher prices for and reduced availability of key metals used in our products, the conflict in Israel, Palestine and surrounding areas and the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and the increasing potential of conflict involving countries in Asia that are critical to our supply chain operations, such as Taiwan and China, continued volatility in the capital markets, the impact of increased interest rates, the integration and assumption of liabilities of businesses we have acquired or may acquire in the future, including our recent acquisitions of PhenomeX, ELITech, Chemspeed, and NanoString, our restructuring and cost-control initiatives, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing and outsourcing, competition, dependence on collaborative partners, key suppliers and third party distributors, capital spending and government funding policies, changes in governmental regulations, intellectual property rights, litigation, exposure to foreign currency fluctuations, the impact of foreign currency exchange rates, our ability to service our debt obligations and fund our anticipated cash needs, the effect of a concentrated ownership of our common stock, loss of key personnel, payment of

 

 

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future dividends and other risk factors discussed from time to time in our filings with the Securities and Exchange Commission, or SEC. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2023, as may be updated by our quarterly reports on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

 

-tables follow-

 

Contact:

Joe Kostka

Director, Investor Relations

Bruker Corporation

T: [phone]

E: [e-mail]

 

 

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Bruker Corporation

PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

 

		September 30, 2024				December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	148.1			$	488.3
Accounts receivable, net			538.4				492.0
Inventories			1,220.4				968.3
Other current assets			284.5				215.6
Total current assets			2,191.4				2,164.2
Property, plant and equipment, net			693.9				599.7
Goodwill, intangibles, net and other long-term assets			3,227.6				1,486.0
Total assets		$	6,112.9			$	4,249.9
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND    SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt		$	32.8			$	121.2
Accounts payable			227.5				202.7
Deferred revenue and customer advances			466.7				400.0
Other current liabilities			595.1				478.2
Total current liabilities			1,322.1				1,202.1
Long-term debt			2,264.5				1,160.3
Other long-term liabilities			683.2				474.2
Redeemable noncontrolling interests			18.0				18.7
Total shareholders' equity			1,825.1				1,394.6
Total liabilities, redeemable noncontrolling interests and shareholders' equity		$	6,112.9			$	4,249.9

 

 

 

 

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Bruker Corporation

PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions, except per share data)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenue		$	864.4			$	742.8			$	2,386.8			$	2,110.0
Cost of revenue			445.6				360.0				1,230.6				1,027.0
Gross profit			418.8				382.8				1,156.2				1,083.0
Operating expenses:
Selling, general and administrative			229.9				177.6				646.5				518.2
Research and development			98.1				71.3				272.1				211.3
Other charges, net			22.7				9.4				56.6				20.1
Total operating expenses			350.7				258.3				975.2				749.6
Operating income			68.1				124.5				181.0				333.4
Interest and other income (expense), net			(12.8	)			(5.3	)			(30.2	)			(30.1	)
Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries (a)			55.3				119.2				150.8				303.3
Income tax provision			14.8				30.8				50.7				80.6
Equity in income (losses) of unconsolidated investees, net of tax			(0.2	)			0.3				(0.2	)			1.2
Consolidated net income			40.3				88.7				99.9				223.9
Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries			(0.6	)			0.6				0.5				2.2
Net income attributable to Bruker Corporation		$	40.9			$	88.1			$	99.4			$	221.7
Net income per common share attributable to Bruker Corporation shareholders:
Basic		$	0.27			$	0.60			$	0.67			$	1.51
Diluted		$	0.27			$	0.60			$	0.67			$	1.50
Weighted average common shares outstanding:
Basic			151.5				146.6				148.1				146.7
Diluted			152.0				147.3				148.7				147.5

a) On subsequent pages this is referred to as “Profit before income tax”.

 

 

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Bruker Corporation

PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in millions)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Cash flows from operating activities:
Consolidated net income		$	40.3			$	88.7			$	99.9			$	223.9
Adjustments to reconcile consolidated net income to cash flows from operating activities:
Depreciation and amortization			51.0				26.6				130.9				77.6
Stock-based compensation expense			6.3				5.7				18.5				17.8
Deferred income taxes			(21.9	)			3.4				(44.2	)			12.8
Impairment of minority investments and other long-lived assets			5.9				1.2				27.5				19.5
Gain on sale of minority investment			—				—				—				(6.8	)
Loss (Gain) on sale of property, plant and equipment			1.7				0.2				2.5				(9.4	)
Other non-cash (income) expenses, net			2.5				2.3				(4.6	)			18.3
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable			(18.8	)			(42.9	)			10.7				(12.4	)
Inventories			(11.1	)			(32.9	)			(105.1	)			(147.3	)
Accounts payable and accrued expenses			20.9				14.5				26.5				11.1
Income taxes payable, net			5.0				4.3				(17.4	)			(13.5	)
Deferred revenue and customer advances			(51.4	)			(14.6	)			(49.3	)			6.5
Other changes in operating assets and liabilities, net			8.0				(12.4	)			(34.6	)			(53.5	)
Net cash provided by operating activities			38.4				44.1				61.3				144.6
Cash flows from investing activities:
Purchases of property, plant and equipment			(32.6	)			(26.9	)			(78.6	)			(75.4	)
Proceeds from sale of minority investment			—				—				—				11.8
Cash paid for minority investments			(36.0	)			(10.0	)			(46.0	)			(19.3	)
Cash paid for acquisitions, net of cash acquired			(0.2	)			(119.6	)			(1,576.7	)			(222.3	)
Proceeds from sales of property, plant and equipment			—				0.2				0.9				10.9
Net proceeds from cross-currency swap agreements			1.2				1.3				3.7				5.1
Net cash used in investing activities			(67.6	)			(155.0	)			(1,696.7	)			(289.2	)
Cash flows from financing activities:
Repayments of revolving lines of credit			(148.5	)			—				(1,008.6	)			—
Proceeds from revolving lines of credit			0.1				—				1,093.4				—
Repayment of other debt, net			(6.0	)			(2.5	)			(16.5	)			(7.0	)
Proceeds from 2024 Note Purchase Agreements			—				—				472.1				—
Proceeds from 2024 Term Loan Agreements			166.1				—				495.6				—
Proceeds from other long-term debt			0.7				0.4				4.8				3.2
Repayment of 2012 Note Purchase Agreement			—				—				(100.0	)			—
Repayment of 2019 Term Loan Agreement			(3.8	)			(3.8	)			(11.3	)			(11.3	)
Payment of deferred financing costs			—				—				(5.5	)			—
Proceeds from Public Offering of common stock, net of issuance costs			—				—				403.0				—
Proceeds from (payment for) issuance of common stock under employee stock plans, net			(2.9	)			2.0				2.8				4.8
Payment of contingent consideration			(0.9	)			(0.2	)			(1.4	)			(2.7	)
Payment of dividends to common shareholders			(7.6	)			(7.4	)			(22.6	)			(22.1	)
Repurchase of common stock			—				(79.5	)			—				(101.9	)
Proceeds from (payment for) the sale (purchase) of noncontrolling interests			—				(1.5	)			(1.0	)			3.5
Net cash provided by (used in) financing activities			(2.8	)			(92.5	)			1,304.8				(133.5	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			10.4				(7.9	)			(9.3	)			(3.7	)
Net (decrease) in cash, cash equivalents and restricted cash			(21.5	)			(211.3	)			(339.9	)			(281.8	)
Cash, cash equivalents and restricted cash at beginning of period			173.2				578.2				491.6				648.7
Cash, cash equivalents and restricted cash at end of period		$	151.7			$	366.9			$	151.7			$	366.9

 

 

 

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Bruker Corporation

SUMMARY OF GAAP AND NON-GAAP FINANCIAL MEASURES

(unaudited and in millions, except per share data)

The following tables consist of a summary of the Company's GAAP and Non-GAAP Financial Measures:

 

GAAP Financial Measures

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Gross Profit		$	418.8			$	382.8			$	1,156.2			$	1,083.0
Gross Profit Margin			48.4	%			51.5	%			48.4	%			51.3	%
SG&A Expenses		$	229.9			$	177.6			$	646.5			$	518.2
Interest and other income (expense), net		$	(12.8	)		$	(5.3	)		$	(30.2	)		$	(30.1	)
Operating Income		$	68.1			$	124.5			$	181.0			$	333.4
Operating Income Margin			7.9	%			16.8	%			7.6	%			15.8	%
Profit before income tax		$	55.3			$	119.2			$	150.8			$	303.3
Income Tax rate			26.8	%			25.8	%			33.6	%			26.6	%
Net Income attributable to Bruker Corporation		$	40.9			$	88.1			$	99.4			$	221.7
Diluted net income per common share attributable to Bruker Corporation shareholders		$	0.27			$	0.60			$	0.67			$	1.50
Net cash provided by operating activities		$	38.4			$	44.1			$	61.3			$	144.6
Revenue		$	864.4			$	742.8			$	2,386.8			$	2,110.0
Revenue Growth Rate			16.4	%			16.3	%			13.1	%			15.8	%

 

Non-GAAP Financial Measures

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Non-GAAP Gross Profit		$	442.2			$	391.6			$	1,222.7			$	1,104.8
Non-GAAP Gross Profit Margin			51.2	%			52.7	%			51.2	%			52.4	%
Non-GAAP SG&A Expenses		$	215.2			$	172.0			$	610.5			$	501.7
Non-GAAP Interest and other income (expense), net		$	(8.8	)		$	(5.3	)		$	(6.0	)		$	(16.0	)
Non-GAAP Operating Income		$	129.1			$	148.3			$	340.5			$	391.8
Non-GAAP Operating Income Margin			14.9	%			20.0	%			14.3	%			18.6	%
Non-GAAP Profit before income tax		$	120.3			$	143.0			$	334.5			$	375.8
Non-GAAP Income Tax rate			24.9	%			23.8	%			26.6	%			25.6	%
Non-GAAP Net Income attributable to Bruker Corporation		$	91.0			$	108.3			$	245.1			$	277.4
Non-GAAP Diluted earnings per share		$	0.60			$	0.74			$	1.65			$	1.88
Non-GAAP Free Cash Flow		$	5.8			$	17.2			$	(17.3	)		$	69.2
Non-GAAP Constant-exchange rate (CER) currency revenue		$	859.2			$	721.9			$	2,390.0			$	2,113.4
Non-GAAP Constant-exchange rate (CER) currency revenue growth rate			15.7	%			13.0	%			13.2	%			15.9	%

 

The GAAP to Non-GAAP reconciliations of the above financial measures are detailed in the following pages.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Bruker Corporation

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

(unaudited and in millions, except per share data)

 

Gross Profit and Gross Profit Margin

		Three Months Ended September 30,																Nine Months Ended September 30,
		2024								2023								2024								2023
GAAP gross profit		$	418.8				48.4	%		$	382.8				51.5	%		$	1,156.2				48.4	%		$	1,083.0				51.3	%
Non-GAAP adjustments:
Restructuring costs			1.2				0.1	%			1.1				0.1	%			9.8				0.4	%			1.4				0.1	%
Acquisition-related costs			6.8				0.8	%			—				—				18.5				0.8	%			0.5				0.1	%
Purchased intangibles amortization			13.9				1.6	%			5.9				0.8	%			33.7				1.4	%			16.9				0.8	%
Other costs			1.5				0.3	%			1.8				0.2	%			4.5				0.2	%			3.0				0.1	%
Total Non-GAAP adjustments			23.4				2.8	%			8.8				1.1	%			66.5				2.8	%			21.8				1.1	%
Non-GAAP gross profit		$	442.2				51.2	%		$	391.6				52.6	%		$	1,222.7				51.2	%		$	1,104.8				52.4	%

 

Selling, General and Administrative (“SG&A”) Expenses

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
GAAP SG&A expenses		$	229.9			$	177.6			$	646.5			$	518.2
Non-GAAP adjustments:
Purchased intangibles amortization			(14.7	)			(5.6	)			(36.0	)			(16.5	)
Non-GAAP SG&A expenses		$	215.2			$	172.0			$	610.5			$	501.7

 

Interest and Other Income (Expense), net

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
GAAP interest and other income (expense), net		$	(12.8	)		$	(5.3	)		$	(30.2	)		$	(30.1	)
Non-GAAP adjustments:
Investments related adjustments			4.0				—				24.2				14.1
Non-GAAP interest and other income (expense), net		$	(8.8	)		$	(5.3	)		$	(6.0	)		$	(16.0	)

 

Operating Income and Operating Income Margin

		Three Months Ended September 30,																Nine Months Ended September 30,
		2024								2023								2024								2023
Operating income		$	68.1				7.9	%		$	124.5				16.8	%		$	181.0				7.6	%		$	333.4				15.8	%
Non-GAAP adjustments:
Restructuring costs			4.3				0.5	%			4.8				0.6	%			17.6				0.7	%			5.7				0.3	%
Acquisition-related costs			13.3				1.5	%			1.6				0.2	%			46.4				1.9	%			7.9				0.3	%
Purchased intangibles amortization			28.8				3.3	%			11.5				1.5	%			70.1				2.9	%			33.4				1.6	%
Other costs			14.6				1.7	%			5.9				0.9	%			25.4				1.2	%			11.4				0.5	%
Total Non-GAAP adjustments			61.0				7.0	%			23.8				3.2	%			159.5				6.7	%			58.4				2.7	%
Non-GAAP operating income		$	129.1				14.9	%		$	148.3				20.0	%		$	340.5				14.3	%		$	391.8				18.5	%

 

 

 

 

 

 

 

 

 

 

 

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Bruker Corporation

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES - Continued

(unaudited and in millions, except per share data)

 

Profit before Income Taxes

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
GAAP profit before income tax		$	55.3			$	119.2			$	150.8			$	303.3
Non-GAAP adjustments:
Restructuring costs			4.3				4.8				17.6				5.7
Acquisition-related costs			13.3				1.6				46.4				7.9
Purchased intangibles amortization			28.8				11.5				70.1				33.4
Investments related adjustments			4.0				—				24.2				14.1
Other costs			14.6				5.9				25.4				11.4
Total Non-GAAP adjustments			65.0				23.8				183.7				72.5
Non-GAAP profit before income tax		$	120.3			$	143.0			$	334.5			$	375.8

 

Income Tax Rate

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
GAAP income tax rate			26.8	%			25.8	%			33.6	%			26.6	%
Non-GAAP adjustments:
Tax impact of non-GAAP adjustments			-3.4	%			-0.7	%			-5.5	%			-0.2	%
Other discrete items			1.5	%			-1.4	%			-1.5	%			-0.8	%
Total Non-GAAP adjustments			-1.9	%			-2.1	%			-7.0	%			-1.0	%
Non-GAAP income tax rate			24.9	%			23.8	%			26.6	%			25.6	%

 

Net Income Attributable to Bruker Corporation

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
GAAP Net Income attributable to Bruker Corporation		$	40.9			$	88.1			$	99.4			$	221.7
Non-GAAP adjustments:
Restructuring costs			4.3				4.8				17.6				5.7
Acquisition-related costs			13.3				1.6				46.4				7.9
Purchased intangibles amortization			28.8				11.5				70.1				33.4
Investments related adjustments			4.0				—				24.2				14.1
Other costs			14.6				5.9				25.4				11.4
Tax effect of Non-GAAP adjustments			(15.1	)			(3.3	)			(38.2	)			(15.6	)
Total Non-GAAP adjustments			49.9				20.5				145.5				56.9
Minority Interest			(0.2	)			0.3				(0.2	)			1.2
Non-GAAP Net Income attributable to Bruker Corporation		$	91.0			$	108.3			$	245.1			$	277.4
Weighted Average Shares Outstanding (Diluted)			152.0				147.3				148.7				147.5
Non-GAAP Diluted Earnings Per Share		$	0.60			$	0.74			$	1.65			$	1.88

 

 

 

 

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Bruker Corporation

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES - Continued

(unaudited and in millions, except per share data)

Earnings Per Share (Diluted)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Diluted net income per common share attributable to Bruker Corporation shareholders		$	0.27			$	0.60			$	0.67			$	1.50
Non-GAAP adjustments:
Restructuring Costs			0.03				0.03				0.12				0.04
Acquisition-related costs			0.09				0.01				0.31				0.05
Purchased intangibles amortization			0.19				0.08				0.47				0.23
Other costs			0.10				0.04				0.17				0.08
Interest and other income (expense), net			0.03				—				0.16				0.10
Tax effect of Non-GAAP adjustments			(0.11	)			(0.02	)			(0.25	)			(0.11	)
Total Non-GAAP adjustments			0.33				0.14				0.98				0.39
Minority Interest			—				—				—				(0.01	)
Non-GAAP earnings per share (diluted)		$	0.60			$	0.74			$	1.65			$	1.88

 

Free Cash Flow

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Net cash provided by operating activities		$	38.4			$	44.1			$	61.3			$	144.6
Non-GAAP adjustments:
Purchases of property, plant and equipment			(32.6	)			(26.9	)			(78.6	)			(75.4	)
Non-GAAP free cash flow (use)		$	5.8			$	17.2			$	(17.3	)		$	69.2

 

Constant-exchange rate (CER) currency revenue growth

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
GAAP revenue		$	864.4			$	742.8			$	2,386.8			$	2,110.0
Effect of changes in foreign currency translation rates			(5.2	)			(20.9	)			3.2				3.4
Non-GAAP CER currency revenue		$	859.2			$	721.9			$	2,390.0			$	2,113.4
GAAP Revenue growth rate			16.4	%			16.3	%			13.1	%			15.8	%
Non-GAAP CER currency revenue growth rate			15.7	%			13.0	%			13.2	%			15.9	%

 

 

 

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Bruker Corporation

REVENUE

(unaudited and in millions)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenue by Segment:
Bruker BioSpin		$	233.0			$	198.3			$	633.3			$	540.6
Bruker CALID			279.4				239.3				772.9				703.2
Bruker Nano			287.1				238.7				780.0				673.4
BEST			68.7				70.6				210.9				205.5
Eliminations			(3.8	)			(4.1	)			(10.3	)			(12.7	)
Total revenue		$	864.4			$	742.8			$	2,386.8			$	2,110.0

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenue by End Customer Geography:
United States		$	239.0			$	211.1			$	677.5			$	565.5
Europe			290.0				252.0				810.6				697.1
Asia Pacific			262.4				229.3				711.7				692.8
Other			73.0				50.4				187.0				154.6
Total revenue		$	864.4			$	742.8			$	2,386.8			$	2,110.0

 

 

 

 

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Bruker Corporation

Summary of Reported Revenue Growth Components

(unaudited and in millions)

 

Total Bruker Corporation

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		Total Bruker								Total Bruker
GAAP revenue as of prior comparable period		$	742.8			$	638.9			$	2,110.0			$	1,822.3
Acquisitions and divestitures revenue (1)			93.1				13.5				194.9				37.2
Organic revenue (2)			23.3				69.5				85.1				253.9
Effect of changes in foreign currency translation rates			5.2				20.9				(3.2	)			(3.4	)
GAAP revenue		$	864.4			$	742.8			$	2,386.8			$	2,110.0
Revenue growth			16.4	%			16.3	%			13.1	%			15.8	%
Organic revenue growth			3.1	%			10.9	%			4.0	%			13.9	%

 

 

Bruker Scientific Instruments

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		Bruker Scientific Instruments (3)								Bruker Scientific Instruments (3)
GAAP revenue as of prior comparable period		$	676.3			$	582.3			$	1,917.2			$	1,654.1
Acquisitions and divestitures revenue (1)			93.1				13.5				194.9				37.2
Organic revenue (2)			25.4				63.7				78.0				232.4
Effect of changes in foreign currency translation rates			4.7				16.8				(3.9	)			(6.5	)
GAAP revenue		$	799.5			$	676.3			$	2,186.2			$	1,917.2
Revenue growth			18.2	%			16.1	%			14.0	%			15.9	%
Organic revenue growth			3.8	%			10.9	%			4.1	%			14.0	%

 

 

BEST, net of Intercompany Eliminations

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		BEST, net of Intercompany Eliminations								BEST, net of Intercompany Eliminations
GAAP revenue as of prior comparable period		$	66.5			$	56.6			$	192.8			$	168.2
Organic revenue (2)			(2.1	)			5.8				7.1				21.5
Effect of changes in foreign currency translation rates			0.5				4.1				0.7				3.1
GAAP revenue		$	64.9			$	66.5			$	200.6			$	192.8
Revenue growth			-2.4	%			17.5	%			4.0	%			14.6	%
Organic revenue growth			-3.2	%			10.2	%			3.7	%			12.8	%

 

(1) We define the term acquisitions and divestitures revenue as GAAP revenue from M&A activities excluding the effect of changes in foreign currency translation rates.

 

(2) We define the term organic revenue as GAAP revenue excluding the effect of changes in foreign currency translation rates and the effect of acquisitions and divestitures.

 

(3) Bruker Scientific Instruments (BSI) revenue reflects the sum of the BSI BioSpin, CALID and Nano Segments as presented in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

 

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Document and Entity Information	Nov. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 05, 2024
Entity Registrant Name	BRUKER CORPORATION
Entity Central Index Key	0001109354
Entity Incorporation State Country Code	DE
Entity File Number	000-30833
Entity Tax Identification Number	04-3110160
Entity Address, Address Line One	40 Manning Road
Entity Address, City or Town	Billerica
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01821
City Area Code	978
Local Phone Number	663-3660
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	BRKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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