8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 30, 2008

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-30833	04-3110160
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

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:

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

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

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

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

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

On October 30, 2008, Bruker Corporation issued a press release announcing financial results as of and for the three and nine months ended September 30, 2008.  A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and 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.

2

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits
	Number
	99.1	Press release dated October 30, 2008.

3

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: October 30, 2008	By:	/s/Frank H. Laukien
		Frank H. Laukien, Ph.D.
		Chief Executive Officer and President

4

Exhibit Index

Exhibit Number	Exhibit Name	Location
99.1	Press release dated October 30, 2008.	Furnished herewith*

*Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

5

EX-99.1

Exhibit 99.1

Bruker Corporation Reports Third Quarter 2008 Financial Results

BILLERICA, Mass., October 30, 2008 (BUSINESS WIRE)  –  Bruker Corporation (NASDAQ: BRKR) today reported its financial results for the three and nine months ended September 30, 2008.

On February 26, 2008, Bruker BioSciences Corporation closed its acquisition of the Bruker BioSpin Group, and renamed itself Bruker Corporation.  Under US GAAP, this transaction is accounted for as an acquisition of businesses under common control, and as a result all one-time transaction costs are expensed in the period in which they are incurred, rather than being added to goodwill.  In addition, expenses incurred subsequent to the consummation of the acquisition, such as interest expenses incurred on acquisition related debt, are not reflected in the financial results of periods prior to the date of the acquisition, as they typically would be in pro-forma financials in acquisitions of unrelated parties.  After the closing of the transaction all historical financial statements are required to be restated by combining the historical consolidated financial statements of Bruker BioSciences Corporation with those of the Bruker BioSpin Group.  Accordingly, the financial results for the three and nine months ended September 30, 2008 and 2007, included within this release, represent the combined historical consolidated financial statements of Bruker BioSciences Corporation with those of the Bruker BioSpin Group.

Financial Results

In the third quarter of 2008, revenue was $242.1 million, compared to revenue of $241.8 million in the third quarter of 2007.  Excluding the effects of foreign currency translation, third quarter 2008 revenue decreased by 7% year-over-year.  Net income in the third quarter of 2008 was $17.8 million, or $0.11 per diluted share, compared to net income of $26.7 million, or $0.16 per diluted share, in the third quarter of 2007.  Included in GAAP EPS in the third quarter of 2008 were non-cash stock-based compensation expenses of $1.1 million, or ($0.01) per diluted share, compared to non-cash stock-based compensation expenses of $0.5 million, or ($0.00) per diluted share, in the third quarter of 2007.

For the nine months ended September 30, 2008, revenue increased 15% to $792.0 million, compared to revenue of $687.6 million during the nine months ended September 30, 2007.  Excluding the effects of foreign currency translation, revenue for the nine months ended September 30, 2008 increased by 6% year-over-year.  Net income during the nine months ended September 30, 2008 was $38.8 million, or $0.23 per diluted share, compared to net income of $58.7 million, or $0.36 per diluted share, during the nine months ended September 30, 2007.

Included in GAAP EPS for the nine months ended September 30, 2008 were Bruker BioSpin acquisition-related expenses of ($0.04) per diluted share, interest expense on acquisition-related debt of ($0.03) per diluted share, and non-cash stock-based compensation expenses of ($0.02) per diluted share, with a cumulative effect of ($0.08) per diluted share.  For comparison, included in net income for the nine months ended

September 30, 2007 were acquisition related charges of $0.5 million, or ($0.00) per diluted share, non-cash stock-based compensation expenses of ($0.01) per diluted share, and there was no acquisition-related interest expense, with a cumulative effect of ($0.01) per diluted share.

Frank Laukien, President and Chief Executive Officer of Bruker Corporation, stated: “As expected, while we have exceeded our annualized revenue growth goal so far in 2008, since our February 2008 merger we have experienced significant quarterly revenue fluctuations.  As in previous years, we expect strong revenues in our fourth quarter of 2008, as our bookings and backlog have remained healthy.  During the first nine months of 2008, our margins, adjusted for acquisition expenses, have been below our goals.  Therefore, in August 2008, we began to take aggressive steps to reaccelerate our gross margin improvement programs, to reduce operating and interest expenses, and to further reduce our exposure to currency fluctuations, as well as to improve our effective tax rate.”

Dr. Laukien continued: “We expect that our cost-cutting initiatives will already have noticeable positive effects in the fourth quarter of 2008 and first quarter of 2009, and that by the middle of 2009 we will see annualized reductions in our overall costs of greater than $12 million.  Moreover, we anticipate that our recent significant new product roll-outs, major product introductions planned within the next 12 months, and the stronger U.S. dollar, all will contribute positively to our gross margins in 2009 and 2010.”

William Knight, Chief Financial Officer, added: “We believe that despite the current economic uncertainty, our diverse portfolio of products and solutions, our global footprint, and our greater than 50% share of revenue derived from universities, medical schools, non-profit research institutions and government labs, position us well for being resilient in a recession, and for continuing our positive long-term growth and margin expansion trends.  However, our year-to-date profitability is below our expectations so we are actively pursuing productivity initiatives that are expected to save the Company $12-15 million annually, once fully effective.  Implementation of these initiatives is expected to result in one-time restructuring expenses and tax charges of approximately $6 million.”

USE OF NON-GAAP FINANCIAL MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including adjusted EPS.  Adjusted EPS excludes acquisition-related charges, interest expense on acquisition-related debt, and foreign exchange gains and losses.  We believe the inclusion of these non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the Company’s performance, especially when comparing such results to previous periods or forecasts.  However, the non-GAAP financial measures included in this press release are not meant to be a better presentation or a substitute for results prepared in accordance with GAAP.

EARNINGS CONFERENCE CALL

Bruker Corporation will host an operator-assisted earnings conference call at 9 a.m. Eastern Daylight Time on Thursday, October 30, 2008.  To listen to the webcast, investors can go to www.bruker.com and click on the live web broadcast symbol.  The webcast will be available through the Company web site for 30 days.  Investors can also listen and participate on the telephone by calling 888-339-2688, or +1-617-847-3007 outside the US and Canada.  Investors should refer to the Bruker Corporation Earnings Call.  A telephone replay of the conference call will be available one hour after the conference call by dialing 888-286-8010, or +1-617-801-6888 outside the US and Canada, and then entering replay pass code 32922679.

CAUTIONARY STATEMENT

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the integration of businesses we have acquired or may acquire in the future, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners and key suppliers, capital spending and government funding policies, changes in governmental regulations, intellectual property rights, litigation, and exposure to foreign currency fluctuations. 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, 2007, our most recent quarterly reports on Form 10-Q and  our current reports on Form 8-K. We disclaim any intent or obligation to update these forward-looking statements other than as required by law.

FOR FURTHER INFORMATION:	Stacey Desrochers, Investor Relations
	Tel: +1 (978) 663-3660, ext. 1115
	Email: stacey.desrochers@bruker.com

Bruker Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Product revenue	$	209,936		$	215,838		$	695,820		$	607,624
Service revenue	30,638			24,848			92,328			77,605
Other revenue	1,490			1,074			3,817			2,409
Total revenue	242,064			241,760			791,965			687,638
Cost of product revenue	113,841			115,424			380,673			332,883
Cost of service revenue	18,153			15,228			59,455			49,184
Total cost of revenue	131,994			130,652			440,128			382,067
Gross profit margin	110,070			111,108			351,837			305,571
Operating Expenses:
Sales and marketing	44,173			38,327			133,717			110,818
General and administrative	17,675			15,580			51,657			42,435
Research and development	33,089			26,841			100,808			80,462
Acquisition related charges	—			544			6,153			544
Total operating expenses	94,937			81,292			292,335			234,259
Operating income	15,133			29,816			59,502			71,312
Foreign exchange gains (losses), net	3,177			(2,928		)	(5,864		)	(2,436		)
Interest and other income (expense), net	(2,363		)	4,508			(1,984		)	6,980
Income before income tax provision and minority interest in consolidated subsidiaries	15,947			31,396			51,654			75,856
Income tax provision (benefit)	(1,966		)	4,616			12,500			16,923
Income before minority interest in consolidated subsidiaries	17,913			26,780			39,154			58,933
Minority interest in consolidated subsidiaries	73			109			313			255
Net income	$	17,840		$	26,671		$	38,841		$	58,678
Net income per share:
Basic	$	0.11		$	0.16		$	0.24		$	0.36
Diluted	$	0.11		$	0.16		$	0.23		$	0.36
Weighted average shares outstanding:
Basic	162,847			161,922			162,531			161,351
Diluted	165,918			164,224			165,606			164,029

Bruker Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30,		December 31,
	2008		2007
ASSETS
Current assets:
Cash and short-term investments	$	87,367	$	344,554
Accounts receivable, net	156,068		185,217
Inventories	456,814		447,688
Other current assets	71,473		57,238
Total current assets	771,722		1,034,697
Property and equipment, net	219,317		207,588
Intangible and other assets	86,471		69,346
Total assets	$	1,077,510	$	1,311,631
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	44,276	$	35,591
Accounts payable	46,528		52,293
Customer deposits	201,084		233,466
Other current liabilities	217,465		239,841
Total current liabilities	509,353		561,191
Long-term debt	169,703		8,605
Other long-term liabilities	103,274		105,445
Minority interest in subsidiaries	810		538
Total shareholders’ equity	294,370		635,852
Total liabilities and shareholders’ equity	$	1,077,510	$	1,311,631