UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended June 30, 2004
OR
| ¨ | 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 0-21918
FLIR Systems, Inc.
(Exact name of Registrant as specified in its charter)
| Oregon | 93-0708501 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 16505 S.W. 72nd Avenue, Portland, Oregon | 97224 | |
| (Address of principal executive offices) | (Zip Code) | |
(503) 684-3731
(Registrants telephone number, including area code)
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 ¨.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
At July 30, 2004, there were 33,759,402 shares of the Registrants common stock, $0.01, par value, outstanding.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||||||
| 2004 |
2003 |
2004 |
2003 | ||||||||||
| Revenue |
$ | 119,295 | $ | 75,162 | $ | 228,156 | $ | 144,333 | |||||
| Cost of goods sold |
58,271 | 36,041 | 113,712 | 69,169 | |||||||||
| Gross profit |
61,024 | 39,121 | 114,444 | 75,164 | |||||||||
| Operating expenses: |
|||||||||||||
| Research and development |
10,784 | 7,785 | 21,382 | 15,383 | |||||||||
| Selling, general and administrative |
23,026 | 15,749 | 43,986 | 30,385 | |||||||||
| Total operating expenses |
33,810 | 23,534 | 65,368 | 45,768 | |||||||||
| Earnings from operations |
27,214 | 15,587 | 49,076 | 29,396 | |||||||||
| Interest expense |
2,006 | 530 | 4,107 | 789 | |||||||||
| Other expenses (income), net |
(224 | ) | 557 | 608 | 450 | ||||||||
| Earnings before income taxes |
25,432 | 14,500 | 44,361 | 28,157 | |||||||||
| Income tax provision |
7,506 | 4,785 | 13,752 | 9,292 | |||||||||
| Net earnings |
$ | 17,926 | $ | 9,715 | $ | 30,609 | $ | 18,865 | |||||
| Net earnings per share: |
|||||||||||||
| Basic |
$ | 0.53 | $ | 0.28 | $ | 0.92 | $ | 0.55 | |||||
| Diluted |
$ | 0.50 | $ | 0.27 | $ | 0.87 | $ | 0.52 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
1
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
| June 30, 2004 |
December 31, 2003 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 67,003 | $ | 197,993 | ||
| Accounts receivable, net |
89,056 | 79,332 | ||||
| Inventories, net |
86,915 | 75,959 | ||||
| Prepaid expenses and other current assets |
19,880 | 19,997 | ||||
| Deferred income taxes, net |
9,908 | 8,832 | ||||
| Total current assets |
272,762 | 382,113 | ||||
| Property and equipment, net |
31,887 | 22,758 | ||||
| Deferred income taxes, net |
6,500 | 21,146 | ||||
| Goodwill |
149,475 | 12,500 | ||||
| Intangible assets, net |
49,991 | 4,036 | ||||
| Other assets |
8,887 | 7,870 | ||||
| $ | 519,502 | $ | 450,423 | |||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||
| Current liabilities: |
||||||
| Accounts payable |
$ | 29,083 | $ | 26,427 | ||
| Deferred revenue |
5,075 | 4,540 | ||||
| Accrued payroll and related liabilities |
14,664 | 12,778 | ||||
| Accrued product warranties |
5,031 | 3,511 | ||||
| Advance payments from customers |
8,531 | 12,112 | ||||
| Other current liabilities |
10,456 | 8,227 | ||||
| Accrued income taxes |
194 | 2,742 | ||||
| Current portion of long-term debt |
128 | | ||||
| Total current liabilities |
73,162 | 70,337 | ||||
| Long-term debt |
204,950 | 204,369 | ||||
| Pension and other long-term liabilities |
11,332 | 10,875 | ||||
| Commitments and contingencies |
||||||
| Shareholders equity: |
||||||
| Preferred stock, $0.01 par value, 10,000 shares authorized; no shares issued at June 30, 2004, and December 31, 2003 |
| | ||||
| Common stock, $0.01 par value, 100,000 shares authorized, 33,706 and 32,863 shares issued at June 30, 2004, and December 31, 2003, respectively, and additional paid-in capital |
192,934 | 156,154 | ||||
| Retained earnings |
31,997 | 1,388 | ||||
| Accumulated other comprehensive earnings |
5,127 | 7,300 | ||||
| Total shareholders equity |
230,058 | 164,842 | ||||
| $ | 519,502 | $ | 450,423 | |||
The accompanying notes are an integral part of these consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net earnings |
$ | 30,609 | $ | 18,865 | ||||
| Earnings charges not affecting cash: |
||||||||
| Depreciation and amortization |
7,283 | 2,898 | ||||||
| Disposals and write-offs of property and equipment |
(68 | ) | 27 | |||||
| Income tax benefit of stock options |
10,231 | 3,488 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Increase in accounts receivable |
(2,275 | ) | (8,291 | ) | ||||
| Increase in inventories |
(1,485 | ) | (3,682 | ) | ||||
| Increase in prepaid expenses and other current assets |
(315 | ) | (5,104 | ) | ||||
| Increase in other assets |
(528 | ) | (247 | ) | ||||
| (Decrease) increase in accounts payable |
(837 | ) | 1,941 | |||||
| (Decrease) increase in deferred revenue |
(808 | ) | 124 | |||||
| (Decrease) increase in accrued payroll and other liabilities |
(1,079 | ) | 1,103 | |||||
| Decrease in accrued income taxes |
(2,351 | ) | (1,741 | ) | ||||
| Increase in pension and other long-term liabilities |
603 | 869 | ||||||
| Cash provided by operating activities |
38,980 | 10,250 | ||||||
| Cash flows from investing activities: |
||||||||
| Additions to property and equipment |
(6,914 | ) | (1,420 | ) | ||||
| Proceeds on sale of property and equipment |
149 | 12 | ||||||
| Acquisition of Indigo Systems Corporation, net of cash acquired |
(159,961 | ) | | |||||
| Investment in insurance contracts |
| (1,601 | ) | |||||
| Other investments |
(617 | ) | | |||||
| Cash used by investing activities |
(167,343 | ) | (3,009 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of convertible notes, net of issuance costs |
| 203,894 | ||||||
| Repayment of capital leases and other long-term debt |
(3,691 | ) | | |||||
| Repurchase of common stock |
(3,144 | ) | (59,116 | ) | ||||
| Proceeds from exercise of stock options |
5,208 | 4,596 | ||||||
| Stock issued pursuant to employee stock purchase plan |
758 | 551 | ||||||
| Cash (used) provided by financing activities |
(869 | ) | 149,925 | |||||
| Effect of exchange rate changes on cash |
(1,758 | ) | 435 | |||||
| Net increase in cash and cash equivalents |
(130,990 | ) | 157,601 | |||||
| Cash and cash equivalents, beginning of period |
197,993 | 46,606 | ||||||
| Cash and cash equivalents, end of period |
$ | 67,003 | $ | 204,207 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying consolidated financial statements of FLIR Systems, Inc. (the Company) are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.
The accompanying financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the year ending December 31, 2004.
Certain minor reclassifications have been made to prior years data to conform to the current years presentation. These reclassifications had no impact on previously reported results of operations or shareholders equity.
Note 2. Stock-based Compensation
The Company has two stock incentive plans for employees and consultants, one stock option plan for non-employee directors and one employee stock purchase plan, which are more fully described in Notes 1 and 14 in the Notes to the Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.
The Company follows the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock-based employee compensation plans. No stock-based employee compensation costs are reflected in net earnings, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.
4
FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(Unaudited)
Note 2. Stock-based Compensation(Continued)
The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation (in thousands, except per share amounts):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Net earnings as reported |
$ | 17,926 | $ | 9,715 | $ | 30,609 | $ | 18,865 | ||||||||
| Deduct: Total stock-based compensation expense determined under fair value method |
(4,259 | ) | (1,615 | ) | (7,371 | ) | (3,211 | ) | ||||||||
| Net earnings pro forma |
$ | 13,667 | $ | 8,100 | $ | 23,238 | $ | 15,654 | ||||||||
| Earnings per share: |
||||||||||||||||
| Basic as reported |
$ | 0.53 | $ | 0.28 | $ | 0.92 | $ | 0.55 | ||||||||
| Diluted as reported |
$ | 0.50 | $ | 0.27 | $ | 0.87 | $ | 0.52 | ||||||||
| Earnings per share: |
||||||||||||||||