What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-27 · 70 added, 72 removed, 119 unchanged (54% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures.

We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2019 due to material weaknesses in internal control over financial reporting, as further described below.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020.

Management’s Report on Internal Control over Financial Reporting

1 unchanged sentence

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 internal control over financial reporting as of December 31, 2020, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on this evaluation, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019.

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 an effective control environment commensurate with our financial reporting requirements.

Specifically, we lacked a sufficient complement of personnel in our corporate tax department and a U.S.

subsidiary with an appropriate level of tax and accounting knowledge, training and experience to appropriately analyze, record and disclose tax and accounting matters timely and accurately.

This material weakness contributed to the following additional material weaknesses:

● We did not maintain effective internal controls with respect to accounting for income taxes.

Specifically, our controls over income taxes did not operate effectively as designed.

This control deficiency resulted in immaterial misstatements to the income tax provision, income taxes payable and uncertain tax position reserves accounts in our consolidated financial statements for the year ended December 31, 2019.

● We did not maintain effective internal controls with respect to accounting for revenue transactions at a U.S.

Specifically, our controls over revenue recognition at a U.S.

subsidiary did not operate effectively as designed.

This control deficiency resulted in immaterial errors to revenue, accounts receivable and deferred revenue accounts in our consolidated financial statements for the year ended December 31, 2019.

These errors did not, individually or in the aggregate, result in a material misstatement of our consolidated financial statements and disclosures as of and for the year ended December 31, 2019.

However, these control deficiencies could result in a misstatement of the interim or annual financial statements that would result in a

material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.

Accordingly, our management determined that these control deficiencies constitute material weaknesses.

We excluded Arxspan, LLC, Rave, LLC, PMOD Technologies GmbH, and Magnettech GmbH from our assessment of internal control over financial reporting as of December 31, 2019 because they were acquired by us in business combinations during 2019.

The total assets and total revenues of these entities, which are wholly-owned subsidiaries, that are excluded from our assessment of internal control over financial reporting collectively represent 1.1% and 1.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.

PricewaterhouseCoopers LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2019, has audited the effectiveness of our internal control over financial reporting as of December 31, 2019, as stated in their report which is included herein.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020.

We excluded Canopy Biosciences, LLC and SmartTip B.V.

from our assessment of internal control over financial reporting as of December 31, 2020 because they were acquired by the Company in business combinations during 2020.

The total assets and total revenues of Canopy Biosciences, LLC and SmartTip B.V., wholly-owned subsidiaries, collectively represent 0.2% and 0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.

PricewaterhouseCoopers LLP, our independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

8 unchanged sentences

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table summarizes information about our equity compensation plans as of December 31, 2019:

The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2021 Annual Meeting of Stockholders.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table summarizes information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2020:

Number of Securities

19 unchanged sentences

Outstanding awards under the 2010 Incentive Compensation Plan will continue in accordance with their terms.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

5 unchanged sentences

(1) Financial Statements

The following consolidated financial statements of Bruker Corporation are filed as part of this report under Item 8 - Financial Statements and Supplementary Data:

Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017

Notes to Consolidated Financial Statements

The financial statements required by this item are filed as part of this report under Item 8 - Financial Statements and Supplementary Data.

(2) Financial Statement Schedules

All schedules have been omitted because they are not required or because the required information is provided in the Consolidated Financial Statements or Notes thereto set forth under Item 8 above.

The financial statements required by this item are filed as part of this report under Item 8 - Financial Statements and Supplementary Data.

(b) List of Exhibits

Description of Exhibit

EXHIBIT INDEX

Incorporated by Reference

Restated Certificate of Incorporation of Bruker Corporation

Bylaws of Bruker Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed April 14, 2000 (File No.

Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed March 1, 2017 (File No.

March 27, 2020

Amended and Restated Bylaws of Bruker Corporation

August 8, 2020

Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation

March 1, 2017

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Bruker Corporation 2010 Incentive Compensation Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 14, 2010 (File 000-30833))

Bruker Corporation 2010 Incentive Compensation Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2010 (File No.

Bruker Corporation 2010 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2010 (File No.

Description of Exhibit

Bruker Corporation 2010 Incentive Compensation Plan Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2010 (File No.

March 27, 2020

Bruker Corporation 2010 Incentive Compensation Plan

April 14, 2010

Bruker Corporation 2010 Incentive Compensation Plan Form of Incentive Stock Option Agreement

August 9, 2010

Bruker Corporation 2010 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement

August 9, 2010

Bruker Corporation 2010 Incentive Compensation Plan Form of Restricted Stock Agreement

August 9, 2010

Bruker Corporation 2016 Incentive Compensation Plan

April 22, 2016

Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement

August 9, 2019

Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement

August 9, 2019

Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Unit Agreement

August 9, 2019

Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement

March 1, 2017

Incorporated by Reference

Amended and Restated Credit Agreement, dated as of May 24, 2011, by and among the Company, Bruker AXS GmbH, Bruker Daltonik GmbH, Bruker Optik GmbH, Bruker Physik GmbH, Bruker BioSpin Invest AG, Bruker BioSpin AG and Bruker BioSpin International AG, the other foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Deutsche Bank Securities Inc., Commerzbank Ag, New York, Grand Cayman And Stuttgart Branches and RBS Citizens, National Association, as Co-Documentation Agents, Bank of America, N.A.

as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 25, 2011 (File No.

Note Purchase Agreement, dated January 18, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 19, 2012 (File No.

Bruker Energy & Supercon Technologies, Inc.

2009 Stock Option Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed March 12, 2010 (File No.

Bruker Energy & Supercon Technologies, Inc.

2009 Stock Option Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed March 12, 2010 (File No.

Bruker Energy & Supercon Technologies, Inc.

2009 Stock Option Plan Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed March 12, 2010 (File No.

Employment Offer Letter Agreement, dated June 25, 2012, by and between the Company and Juergen Srega (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 9, 2013 (File No.

as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent

Note Purchase Agreement, dated January 18, 2012

January 19, 2012

First Amendment to the Note Purchase Agreement, date January 18, 2012

August 7, 2020

Credit Agreement, dated October 27, 2015, by and among the Company and certain of its foreign subsidiaries as borrowers, Citizens Bank, N.A., Deutsche Bank Securities Inc.

and TD Bank, N.A., as Co-Documentation Agents, Bank of America, N.A.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the other lenders party thereto, and the several banks or other financial institutions or entities from time to time party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 29, 2015 (File No.

Bruker Corporation 2016 Incentive Compensation Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 22, 2016 (File 000-30833))

Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2019 (File No.

Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2019 (File No.

Description of Exhibit

Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2019 (File No.

Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K filed March 1, 2017 (File No.

Project Completion Agreement, dated March 23, 2017, by and between the Company and Michael Knell (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2017 (File No.

Bruker Corporation 2019 Short-Term Incentive Compensation Program (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 21, 2019 (File No.

October 29, 2015

Bruker Corporation 2019 Short-Term Incentive Compensation Program

February 21, 2019

Offer Letter, dated March 17, 2018, by and between the Company and Gerald N.

Herman (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2018 (File No.

Offer Letter, dated June 4, 2018, by and between the Company and Gerald N.

Herman (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2018 (File No.

Contract of Employment, dated May 1, 2018, by and between the Company and Falko Busse (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2018 (File No.

Form of Indemnification Agreement of Officers and Directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 11, 2019 (File No.

August 9, 2018

Contract of Employment, dated May 1, 2018, by and between the Company and Falko Busse

August 9, 2018

Employment Offer Letter Agreement, dated June 25, 2012, by and between the Company and Juergen Srega

Managing Director Employment Contract, dated as of June 28, 2012, by and between Bruker Daltonik GmbH and Juergen Srega, as amended pursuant to the Supplement to the Managing Director Employment Contract, dated as of December 12, 2019

March 27, 2020

Form of Indemnification Agreement of Officers and Directors

February 11, 2019

Purchase and Sale Agreement between Bruker Corporation and Frank Laukien and Dirk D.

Laukien as Trustees of 44 Manning Road Realty Trust and Umbrina Associates, dated October 31, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 4, 2019 (File No.

Laukien as Trustees of 44 Manning Road Realty Trust and Umbrina Associates, dated October 31, 2019

November 4, 2019

Incorporated by Reference

Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A.

Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 12, 2019 (File No.

December 12, 2019

Term Loan Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A.

as Administrative Agent, TD Bank, N.A.

and the other banks or other financial institutions or entities from time to time party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 12, 2019 (File No.

Description of Exhibit

Note Purchase Agreement dated as of December 11, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 12, 2019 (File No.

and the other banks or other financial institutions or entities from time to time party thereto as lenders

December 12, 2019

Note Purchase Agreement dated as of December 11, 2019

December 12, 2019

First Amendment to the Note Purchase Agreement, dated as of December 11, 2019

August 7, 2020

Subsidiaries of the Company

11 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Incorporated by Reference

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 has been formatted in Inline XBRL (included in Exhibit 101)

6 unchanged sentences

Not Applicable.

(This page has been left blank intentionally.)

Pursuant to the requirements of Section 13 or 15(d) 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.

17 unchanged sentences

(Principal Financial Officer and Principal Accounting Officer)

/s/ BONNIE H.

March 1, 2021

/s/ CYNTHIA M.

7 unchanged sentences

March 1, 2021

/s/ GILLES G.

MARTIN, PH.D.

March 27, 2020

/s/ JOHN ORNELL

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures