** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-Q/A****(Amendment No. 1)**

 

**x**      **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934**

** **

**For the quarterly period ended June 30, 2016**

** **

**o**         **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934**

 

**For the transition period from                  to                 **

 

**Commission File Number 000-30833**

 

**BRUKER CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                       |   | **04-3110160**                         |
|--------------------------------------------------------------------|--------|----------------------------------------|
| (State or other   jurisdiction of   incorporation or organization) |   | (I.R.S. Employer   Identification No.) |

 

**40 Manning Road, Billerica, MA 01821**

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:**(978) 663-3660**

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer x                  |   | Accelerated filer o           |
|-------------------------------------------------|--------|------------------------------------|
|                                            |   |                               |
| Non-accelerated filer o                    |   | Smaller reporting   company o |
| (Do not check if a   smaller reporting company) |   |                               |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

| **Class**                                 | ** ** | **Outstanding at August 1, 2016** |
|-------------------------------------------|------------|-------------------------------------------------------|
| Common Stock, $0.01 par   value per share |       | 161,527,691 shares                                    |

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) amends Bruker Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 (the “Original Filing”). The purpose of this Amendment No.1 is to revise Part I, Item 4 of the Original Filing to reflect management’s conclusion that our disclosure controls and procedures were not effective at June 30, 2016 due to a material weakness in our internal control over financial reporting identified subsequent to the issuance of the Original Filing.

 

Other than as described above and the inclusion with this Amendment No. 1 of new certifications by management, and related amendments to the List of Exhibits contained in Part II, Item 6 of the Original Filing, this Amendment No. 1 speaks only as of the date of the Original Filing and does not amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and our reports filed with the U.S. Securities and Exchange Commission (“SEC”) subsequent to the Original Filing.

 

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**PART I**                                               **FINANCIAL INFORMATION**

 

**ITEM 4.**                                          **CONTROLS AND PROCEDURES**

 

**Disclosure Controls and Procedures**

 

We have established disclosure controls and procedures that are designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) by others within our organization to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2016.  At the time that our Quarterly Report on Form 10-Q for the period ended June 30, 2016 was filed on August 5, 2016, our Chief Executive Officer and Chief Financial Officer had concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of June 30, 2016 to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Subsequent to that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2016, as the material weakness described below was determined to exist as of June 30, 2016.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

We did not design and maintain effective internal control over the accounting for income taxes, including the income tax provision and related tax assets and liabilities. Specifically, management did not design and maintain controls with a level of precision that would identify a material misstatement. This control deficiency resulted in immaterial errors to deferred tax assets and liabilities, income taxes payable and income tax expense accounts in the Company’s consolidated financial statements for the year ended December 31, 2015. These errors did not, individually or in the aggregate, result in a material misstatement of the Company’s consolidated financial statements and disclosures for any periods through

 

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and including the fiscal year ended December 31, 2015. However, this control deficiency could result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that this control deficiency constitutes a material weakness.

 

**Remediation Plans**

 

During the nine months ended September 30, 2016 and through the date of this filing, as part of our routine efforts to maintain adequate and effective internal control over financial reporting, we initiated and are implementing measures designed to improve our financial statement closing process and enhance certain internal controls processes and procedures. As indicated below, a number of these initiatives relate directly to strengthening our control over accounting for income taxes and address specific control deficiencies which contributed to the material weakness. As a result of these efforts, as of the date of this filing the Company believes it has made progress toward remediating the underlying causes of the material weakness. Specifically, the Company has undertaken the following steps in 2016 to remediate the deficiencies underlying this material weakness:

 

·                  We augmented our tax accounting resources by adding personnel with specific international tax expertise to strengthen tax accounting review procedures in significant jurisdictions;

 

·                  We implemented procedures designed to improve the process and timeliness of tax return preparation in significant jurisdictions;

 

·                  We developed and implemented enhanced policies and procedures relating to account reconciliations and analysis, including enhancing our documentation to reflect the control attributes that are performed;

 

·                  We are implementing close procedures at an interim period to allow for more timely and increased oversight by our management of the calculation and reporting of certain tax balances;

 

·                  We identified and implemented technology improvements designed to enhance the functionality of our tax provision software to automate tasks and control workflow; and

 

·                  We are reassessing the design of our tax review controls to identify areas where enhanced precision will help detect and prevent material misstatements.

 

We are committed to maintaining a strong internal control environment, and believe that these remediation efforts represent significant improvements in our control environment. The identified material weakness in internal control will not be considered fully remediated until the internal controls over these areas have been in operation for a sufficient period of time for our management to conclude that the material weakness has been fully remediated. The Company will continue its efforts to implement and test the new controls in order to make this final determination.

 

**Changes in Internal Control over Financial Reporting**

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2016 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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| **PART II** |   | **OTHER   INFORMATION** |
|------------------|--------|-------------------------|

 
| **ITEM 6.** |   | **EXHIBITS** |
|-------------|--------|--------------|

 
| **Exhibit   No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1              |       | Bruker Corporation 2016 Incentive Compensation Plan   Form of Incentive Stock Option Award Agreement(3)                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.2              |       | Bruker Corporation 2016 Incentive Compensation Plan   Form of Non-Qualified Stock Option Award Agreement(3)                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.3              |       | Bruker Corporation 2016 Incentive Compensation Plan   Form of Restricted Stock Unit Award Agreement(3)                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 31.1              |       | Certification by Chief Executive Officer pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002(1)                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.2              |       | Certification by Chief Financial Officer pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002(1)                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 32.1              |       | Certification by Chief Executive Officer and Chief   Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)                                                                                                                                                                                                                                                                                                                                              |
| 101               |       | The following materials from the Bruker Corporation   Quarterly Report on Form 10-Q for the quarterly period ended   June 30, 2016 formatted in Extensible Business Reporting Language   (XBRL): (i) the Unaudited Condensed Consolidated Statements of Income   and Comprehensive Income, (ii) the Unaudited Condensed Consolidated   Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of   Cash Flows and (iv) Notes to the Unaudited Condensed Consolidated   Financial Statements(3) |

 

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(1)         Filed herewith.

(2)         Furnished herewith.

(3)         Previously filed with the Quarterly Report on Form 10-Q originally filed on August 5, 2016.

 

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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, thereunto duly authorized.

 
|                      |     | BRUKER   CORPORATION |
|---------------------------|----------|----------------------|
|                      |     |                 |
| Date: November 15,   2016 |     | By:                  | /s/ FRANK H. LAUKIEN,   PH.D. |
|                      |     |                 | Frank H. Laukien, Ph.D. |
| * *                  | * * | * *             | *President,   Chief Executive Officer and Chairman* |
| * *                  | * * | * *             | *(Principal   Executive Officer)* |

 

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