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): May 3, 2017

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-30833
(Commission
File Number) 04-3110160
(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 if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  o

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. o

Section 2 — Financial Information

Item 2.02.  Results of Operations and Financial Condition.

On May 3, 2017, Bruker Corporation issued a press release announcing combined financial results as of and for the three months ended March 31, 2017 and providing an updated revenue outlook for fiscal 2017.  A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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.

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

99.1 Press release dated May 3, 2017.

2

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: May 3, 2017	By:	/s/ANTHONY L. MATTACCHIONE
		Anthony L. Mattacchione
		Chief Financial Officer and
		Senior Vice President

3

Exhibit Index

Exhibit Number	Exhibit Name	Location
99.1	Press release dated May 3, 2017.	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.

4

EX-99.1

Exhibit 99.1

Bruker Reports First Quarter 2017 Financial Results

BILLERICA, Mass. — May 3, 2017 — Bruker Corporation (NASDAQ: BRKR) today reported financial results for its first quarter ended March 31, 2017.

Bruker’s revenues for the first quarter of 2017 were $384.9 million, an increase of 2.5% compared to the first quarter of 2016. Excluding a 5.3% positive effect from acquisitions and a 2.0% negative effect from changes in foreign currency rates, Bruker reported a year-over-year organic revenue decline of 0.8% in the first quarter of 2017.

First quarter 2017 GAAP earnings per diluted share (EPS) were $0.13, compared to $0.14 in the first quarter of 2016.  First quarter 2017 non-GAAP EPS were $0.19, compared to $0.21 in the first quarter of 2016. A reconciliation of non-GAAP to GAAP financial measures is provided in the tables accompanying this press release.

Frank Laukien, President and CEO of Bruker, commented: “Despite the comparison with a good first quarter of 2016, we were pleased with our first quarter of 2017, as revenue and non-GAAP operating income exceeded our expectations. While academic market conditions remain a concern, we are encouraged by another quarter of positive year-over-year order growth in Europe, continued strength in China, further stabilization in our microbiology orders, and encouraging demand trends in certain areas of our industrial, applied and semiconductor metrology markets.  We expect to return to organic revenue growth in 2017, and are on track to achieve our financial objectives.”

Fiscal Year 2017 Financial Outlook

For FY 2017, Bruker is maintaining its organic revenue growth, non-GAAP operating margin expansion and non-GAAP EPS outlook. Bruker is adjusting its reported revenue growth outlook to reflect recent changes in foreign currency translation rates. The Company now expects reported revenue growth of 2% to 3.5%, which continues to include organic revenue growth of 1% to 2%, and growth from acquisitions of 3.5% to 4%.  Changes in foreign currency rates are now expected to have a negative impact on reported revenues of approximately 2.5%.

Bruker’s outlook for non-GAAP operating margin expansion and non-GAAP EPS remains unchanged. Including the effects of our 2016 and early 2017 acquisitions, the Company continues to project an increase in FY 2017 non-GAAP operating margin of 40 bps to 70 bps year-over-year. This includes an approximate 40 bps headwind in FY 2017 from recent acquisitions. For FY 2017, Bruker continues to expect non-GAAP EPS of $1.05 to $1.09.

For the Company’s outlook for FY 2017 non-GAAP operating margin 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 operating margin and non-GAAP EPS.

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 at 4:45 p.m. Eastern Daylight Time.  To listen to the webcast, investors can go to http://ir.bruker.com and click on the “Events & Presentations” hyperlink.  A slide presentation that will be referenced during the webcast will be posted to the Company’s website shortly before the webcast begins. 

Investors can also listen to the earnings webcast via telephone by dialing 1-888-437-2685 (US toll free) or +1-412-317-6702 (international), and referencing “Bruker’s First Quarter 2017 Earnings Conference Call”.  A telephone replay of the conference call will be available by dialing 1-877-344-7529 (US toll free) or +1-412-317-0088 (international) and entering conference number: 10105655. The replay will be available beginning one hour after the end of the conference through June 3, 2017.

About Bruker Corporation

For more than 55 years, Bruker has enabled scientists to make breakthrough 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, productivity and customer success in life science molecular research, in applied and pharma applications, and in microscopy, nano-analysis and industrial applications. In recent years, Bruker has also become a provider of high-performance systems for cell biology, preclinical imaging, clinical phenomics and proteomics research, clinical microbiology, and for molecular pathology research.  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 in this press release and in the earnings webcast: non-GAAP gross profit; non-GAAP gross profit margin; non-GAAP operating income; non-GAAP operating margin; non-GAAP profit before tax; non-GAAP tax rate; non-GAAP net income and non-GAAP 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 costs that are infrequent or non-recurring in nature.

We also refer to organic revenue growth and free cash flow in this press release and in the earnings webcast, which are also non-GAAP financial measures. We define the term organic revenue as GAAP revenue excluding the effect of foreign currency changes and the effect of acquisitions and divestitures, and believe it is a useful measure to evaluate our continuing business.  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 as it indicates the amount of cash generated after additions to property, plant, and equipment which 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. 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 as it adjusts 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 such non-GAAP measures and use this information for our planning and forecasting activities.

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

With respect to the Company’s outlook for 2017 non-GAAP operating margin, non-GAAP EPS and non-GAAP tax rate, 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 operating margin, tax rate 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 operating margins, EPS and tax rate calculated and 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 the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties which could cause actual results to differ materially from those indicated, including, but not limited to, risks and uncertainties relating to adverse changes in conditions in the global economy and volatility in the capital markets, the integration of businesses we have acquired or may acquire in the future, fluctuations in foreign currency exchange rates, our ability to successfully implement our restructuring initiatives, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners, key suppliers and contract manufacturers, capital spending and government funding policies, changes in governmental regulations, the use and protection of intellectual property rights, litigation, 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, 2016 and subsequently filed 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-

Contacts:

Miroslava Minkova

Head of Investor Relations

Bruker Corporation

T: +1 (978) 663 — 3660, ext. 1479

E: Miroslava.Minkova@Bruker.com

Bruker Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

	March 31,		December 31,
(in millions)	2017		2016
ASSETS
Current assets:
Cash and cash equivalents	$	277.5	$	342.4
Short-term investments	187.0		157.9
Accounts receivable, net	225.4		243.9
Inventories	476.4		440.4
Other current assets	97.8		91.3
Total current assets	1,264.1		1,275.9
Property, plant and equipment, net	241.0		239.1
Intangibles, net and other long-term assets	334.8		293.4
Total assets	$	1,839.9	$	1,808.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	0.1	$	20.1
Accounts payable	94.7		86.1
Customer advances	148.9		149.0
Other current liabilities	271.2		269.5
Total current liabilities	514.9		524.7
Long-term debt	384.7		391.6
Other long-term liabilities	208.7		199.0
Total shareholders’ equity	731.6		693.1
Total liabilities and shareholders’ equity	$	1,839.9	$	1,808.4

FOR FURTHER INFORMATION:	Miroslava Minkova, Head of Investor Relations
	Tel: +1 (978) 663-3660, ext. 1479
	Email: miroslava.minkova@bruker.com

Bruker Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended
	March 31,
(in millions, except per share amounts)	2017			2016
Revenues	$	384.9		$	375.4
Cost of revenues	208.5			208.6
Gross profit	176.4			166.8
Operating expenses:
Selling, general and administrative	98.1			92.7
Research and development	37.6			36.1
Other charges, net	3.1			4.0
Total operating expenses	138.8			132.8
Operating income	37.6			34.0
Interest and other expense, net	(6.0		)	(5.6		)
Income before income taxes and noncontrolling interest in consolidated subsidiaries	31.6			28.4
Income tax provision	9.9			4.8
Consolidated net income	21.7			23.6
Net income attributable to noncontrolling interests in consolidated subsidiaries	0.1			—
Net income attributable to Bruker Corporation	$	21.6		$	23.6
Net income per common share attributable to Bruker Corporation shareholders:
Basic	$	0.14		$	0.14
Diluted	$	0.13		$	0.14
Weighted average common shares outstanding:
Basic	159.7			163.3
Diluted	160.5			164.3

Bruker Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Three Months Ended
	March 31,
(in millions)	2017			2016
Cash flows from operating activities:
Consolidated net income	$	21.7		$	23.6
Adjustments to reconcile consolidated net income to cash flows from operating activities:
Depreciation and amortization	15.1			13.2
Write-down of demonstration inventories to net realizable value	2.8			4.8
Stock-based compensation expense	2.6			2.2
Deferred income taxes	0.4			(2.7		)
Impairment and other non-cash expenses, net	1.3			1.7
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	25.6			7.2
Inventories	(31.1		)	(28.8		)
Accounts payable and accrued expenses	(2.7		)	(9.0		)
Income taxes payable, net	(6.4		)	(13.7		)
Deferred revenue	0.9			9.2
Customer advances	(3.1		)	(18.4		)
Other changes in operating assets and liabilities, net	5.5			(3.3		)
Net cash provided by (used in) operating activities	32.6			(14.0		)
Cash flows from investing activities:
Purchases of short-term investments	(85.3		)	(21.7		)
Maturities of short-term investments	58.7			21.7
Cash paid for acquisitions, net of cash acquired	(39.8		)	—
Purchases of property, plant and equipment	(11.5		)	(8.0		)
Proceeds from sales of property, plant and equipment	6.6			0.6
Net cash used in investing activities	(71.3		)	(7.4		)
Cash flows from financing activities:
Proceeds from revolving lines of credit	33.0			36.0
Repayment of revolving lines of credit	(40.0		)	—
Repayment of note purchase agreement	(20.0		)	—
(Repayment) Proceeds of other debt, net	(0.1		)	0.4
Proceeds from issuance of common stock, net	1.2			7.5
Repurchase of common stock	—			(78.9		)
Payment of dividends	(6.4		)	(6.5		)
Net cash used in financing activities	(32.3		)	(41.5		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	5.8			6.0
Net change in cash, cash equivalents and restricted cash	(65.2		)	(56.9		)
Cash, cash equivalents and restricted cash at beginning of period	345.9			271.2
Cash, cash equivalents and restricted cash at end of period	$	280.7		$	214.3

Bruker Corporation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited)

	Three Months Ended March 31,
(in millions, except per share amounts)	2017			2016
Reconciliation of Non-GAAP Operating Income, Non-GAAP Profit Before Tax, Non-GAAP Net Income, and Non-GAAP EPS
GAAP Operating Income	$	37.6		$	34.0
Non-GAAP Adjustments:
Restructuring Costs	0.1			3.8
Acquisition-Related Costs	2.8			1.9
Purchased Intangible Amortization	6.9			5.4
Other Costs	1.8			2.2
Total Non-GAAP Adjustments:	$	11.6		$	13.3
Non-GAAP Operating Income	$	49.2		$	47.3
Non-GAAP Operating Margin	12.8		%	12.6		%
Non-GAAP Interest & Other Expense, net	(6.0		)	(5.6		)
Non-GAAP Profit Before Tax	43.2			41.7
Non-GAAP Income Tax Provision	(13.2		)	(7.4		)
Non-GAAP Tax Rate	30.6		%	17.7		%
Minority Interest	(0.1		)	—
Non-GAAP Net Income Attributable to Bruker	29.9			34.3
Weighted Average Shares Outstanding (Diluted)	160.5			164.3
Non-GAAP Earnings Per Share	$	0.19		$	0.21
Reconciliation of GAAP and Non-GAAP Gross Profit
GAAP Gross Profit	$	176.4		$	166.8
Non-GAAP Adjustments:
Restructuring Costs	(1.4		)	2.0
Acquisition-Related Costs	2.5			2.0
Purchased Intangible Amortization	5.4			4.6
Other Costs	0.5			—
Total Non-GAAP Adjustments:	7.0			8.6
Non-GAAP Gross Profit	$	183.4		$	175.4
Non-GAAP Gross Margin	47.6		%	46.7		%

Reconciliation of GAAP Operating Cash Flow and Non-GAAP Free Cash Flow
GAAP Operating Cash Flow	$	32.6		$	(14.0	)
Non-GAAP Adjustments:
Purchases of property, plant and equipment	(11.5		)	(8.0		)
Non-GAAP Free Cash Flow	$	21.1		$	(22.0	)
Reconciliation of GAAP Revenue and Non-GAAP Revenue
GAAP Revenue as of Prior Comparable Period	$	375.4		$	353.5
Non-GAAP Adjustments:
Acquisitions and divestitures	19.7			5.1
Currency	(7.3		)	(3.0		)
Organic	(2.9		)	19.8
Total Non-GAAP Adjustments:	9.5			21.9
Non-GAAP Revenue	$	384.9		$	375.4
Organic Revenue Growth	-0.8		%	5.6		%

Days Inventory Outstanding is calculated as follows: GAAP Average Inventory balance divided by (GAAP Revenue less Non-GAAP Gross Profit (defined above))

Days Payable Outstanding is calculated as follows:  GAAP Average Accounts Payable balance divided by (GAAP Revenue less Non-GAAP Gross Profit (defined above) plus the Change in GAAP Inventory balance)

Days Sales Outstanding is calculated as follows:  GAAP Average Accounts Receivable balance divided by GAAP Revenue