-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S8UVeruBzmYSj8m9PlyyjfllRvaPwXkvfhOHB6Aac8cdx3aEmRf7Rtj7MbLxsaYO j8c6EXycqQzDSSaSdS/jXg== 0001032210-00-000743.txt : 20000418 0001032210-00-000743.hdr.sgml : 20000418 ACCESSION NUMBER: 0001032210-00-000743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000417 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLIR SYSTEMS INC CENTRAL INDEX KEY: 0000354908 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 930708501 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21918 FILM NUMBER: 603426 BUSINESS ADDRESS: STREET 1: 16505 SW 72ND AVE CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: 5036843731 MAIL ADDRESS: STREET 1: 16505 SW 72ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97224 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________________ Form 8-K CURRENT REPORT Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 17, 2000 FLIR SYSTEMS, INC. (exact name of registrant as specified in its charter) Oregon 0-21918 93-0708501 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 16505 S.W. 72nd Avenue, Portland, Oregon 97224 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (503)684-3731 ________________________________________________________________________________ Item 5. OTHER EVENTS ------------ On April 17, 2000, FLIR Systems, Inc. (the "Company") issued a press release announcing its financial results for the year ended December 31, 1999 and restated financial results for the fourth quarter and year ended December 31, 1998 and the first three quarters of 1999. The press release is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (c) Exhibits 99.1 Press Release issued by FLIR Systems, Inc. on April 17, 2000 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 on April 17, 2000. FLIR SYSTEMS, INC. (Registrant) /s/ J. Kenneth Stringer III ----------------------------------------- J. Kenneth Stringer III President and Chief Executive Officer EX-99.1 2 PRESS RELEASE ISSUED BY FLIR SYSTEMS Exhibit 99.1 Company contact: FLIR Systems, Inc. James A. Fitzhenry (503) 684-3731 www.FLIR.com FLIR Systems Announces 1999 Audited Financial Results PORTLAND, Ore. -- April 17, 2000 -- FLIR Systems, Inc. (Nasdaq: FLIR) today announced audited financial results for 1999 and restated results for its annual and fourth quarter consolidated financial statements for 1998 and its quarterly consolidated financial statements for the first three quarters of 1999. The financial statements attached hereto and the financial statements and notes set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 reflect all such restatements. For the twelve months ended December 31, 1999, revenue was $186.4 million. This compares to restated revenue of $196.9 million for 1998. The net loss for 1999 was $54.6 million, or $3.83 per share, which included charges associated with the merger with Inframetrics, Inc. of $34.6 million, or $2.43 per share. For 1998, restated net earnings were $9.8 million, or $0.73 per diluted share. The Company had previously reported net earnings of $16.8 million, or $1.24 per diluted share, for 1998. Sales to commercial customers totaled $120.6 million for 1999 compared to a restated $138.0 million for 1998. Sales to government customers were $65.9 million for 1999 versus a restated $58.9 million for 1998. For the three months ended December 31, 1999, revenue was $48.2 million, including sales to commercial customers of $29.7 million and sales to government customers of $18.5 million. The net loss was $34.8 million, or $2.43 per share. For the fourth quarter of 1998, restated revenue was $51.4 million, including sales to commercial customers of $38.7 million and sales to government customers of $12.6 million. Restated net earnings were $860,000, or $0.06 per diluted share. For the three months ended September 30, 1999, restated revenue was $53.1 million and restated net earnings were $6.2 million, or $0.43 per diluted share. This compares to revenue for the third quarter of 1998 of $56.0 million and net earnings of $5.7 million, or $0.40 per diluted share. (more) FLIR Systems Announces 1999 Audited Financial Results Page Two For the three months ended June 30, 1999, restated revenue was $46.3 million and restated net earnings were $930,000, or $0.06 per diluted share. This compares to revenue for the second quarter of 1998 of $49.4 million and net earnings of $3.4 million, or $0.27 per diluted share. For the three months ended March 31, 1999, restated revenue was $38.8 million and the restated net loss was $26.9 million, or $1.90 per diluted share. This compares to revenue for the first quarter of 1998 of $40.1 million and a net loss of $195,000, or $0.02 per diluted share. Business Outlook The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. The company expects that gross margin should improve to be in line with the historical range of 54-56% as it achieves higher production and deliveries in the future. Gross margin can vary materially from quarter to quarter depending upon a variety of factors including the mix of products sold, the mix between international and domestic sales, the rate of production and the ability to maintain sales prices in a competitive environment. R&D expense, in absolute dollars, should decline modestly in 2000. R&D expense, as a percentage of revenue, is also expected to decline for the year. Because of the Company's seasonal pattern of sales, R&D expense as a percentage of sales is typically higher in the first quarter and declines during the year. R&D expense can vary materially from expectations for a variety of reasons including the receipt of funded development contracts, the costs of recruiting and retaining engineers and the requirement to use outside contractors to supplement internal resources. Selling and other operating expenses, in absolute dollars, should modestly decline in 2000. Selling and other operating expenses, as a percentage of revenue, should also decline for the year. Due to the Company's seasonal pattern of sales, selling and other operating expenses as a percentage of sales are typically higher in the first quarter and decline during the year. Selling and other operating expenses can vary materially from expectations for a variety of reasons including increased commissions as a result of sales by independent representatives, the ability to collect on receivables, capital expenditures and the cost of recruiting and retaining employees. (more) FLIR Systems Announces 1999 Audited Financial Results Page Three Forward-Looking Statements The statements above contained in this outlook are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995, which are based on current expectations, estimates and projections about the Company's business, management's beliefs, and assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following: changes in demand for the Company's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, constraints on supplies of critical components, excess or shortage of production capacity, actual purchases under agreements, the amount and availability of government procurement funds, difficulties encountered in the integration of acquired businesses and other risks discussed from time to time in the Company's Securities and Exchange Commission fillings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. About FLIR Systems FLIR Systems, Inc. is a world leader in the design, manufacture and marketing of thermal imaging and broadcast camera systems for a wide variety of commercial and government applications including condition monitoring, research and development, manufacturing process control, airborne observation and broadcast, search and rescue, drug interdiction, surveillance and reconnaissance, navigation safety, border and maritime patrol, environmental monitoring and ground-based security. Visit the Company's Web site at www.FLIR.com. (tables attached) #2289 FLIR SYSTEMS, INC. CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share amounts)
Year Ended December 31, --------------------------------------- 1999 1998 1997 --------- ---------- ---------- (Restated) (Restated) Revenue: Commercial.............................. $120,555 $137,977 $ 86,656 Government.............................. 65,893 58,888 58,278 -------- -------- -------- Total revenue........................ 186,448 196,865 144,934 Cost of goods sold........................ 123,666 92,260 86,835 Research and development.................. 29,006 26,958 17,607 Selling and other operating costs......... 71,046 61,541 41,225 Combination costs......................... 9,301 -- 36,450 -------- -------- -------- 233,019 180,759 182,117 Earnings (loss) from operations...... (46,571) 16,106 (37,183) Interest income........................... 480 728 540 Interest expense and other................ (6,251) (5,199) (4,093) -------- -------- -------- Earnings (loss) before income taxes.. (52,342) 11,635 (40,736) Income tax provision (benefit)............ 2,295 1,806 (11,548) -------- -------- -------- Net earnings (loss)....................... $(54,637) $ 9,829 $(29,188) ======== ======== ======== Net earnings (loss) per share: Basic................................ $ (3.83) $ 0.76 $ (3.69) ======== ======== ======== Diluted.............................. $ (3.83) $ 0.73 $ (3.69) Weighted average shares outstanding: Basic................................ 14,252 12,983 7,920 Diluted.............................. 14,252 13,510 7,920 -------- -------- --------
FLIR SYSTEMS, INC. CONSOLIDATED BALANCE SHEET (in thousands, except for share data)
December 31, ASSETS 1999 1998 ------------ ------------ (Restated) Current assets: Cash and cash equivalents.................................................................... $ 4,255 $ 4,793 Accounts receivable, net..................................................................... 57,777 84,442 Inventories.................................................................................. 63,299 71,416 Prepaid expenses............................................................................. 6,040 6,061 Deferred income taxes........................................................................ 7,216 6,776 --------- --------- Total current assets....................................................................... 138,587 173,488 Property and equipment, net.................................................................... 20,213 26,775 Deferred income taxes.......................................................................... 16,499 15,927 Intangible assets, net......................................................................... 14,791 15,936 Other assets................................................................................... 4,970 4,385 --------- --------- $ 195,060 $ 236,511 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable................................................................................ $ 81,247 $ 39,958 Accounts payable............................................................................. 22,128 24,031 Accrued payroll and other liabilities........................................................ 19,816 26,580 Accrued income taxes......................................................................... 3,207 3,893 Current portion of long-term debt............................................................ 1,084 2,680 --------- --------- Total current liabilities.................................................................. 127,482 97,142 Long-term debt................................................................................. 1,497 19,296 Pension liability.............................................................................. 3,879 3,960 Commitments and contingencies.................................................................. -- -- Shareholders' equity: Common stock, $0.01 par value, 30,000,000 shares authorized, 14,388,600 and 14,133,403 shares issued at December 31, 1999 and 1998, respectively................................................. 144 141 Additional paid-in capital................................................................... 143,318 142,169 Accumulated deficit.......................................................................... (78,761) (24,124) Accumulated other comprehensive income....................................................... (2,499) (2,073) --------- --------- Total shareholders' equity................................................................. 62,202 116,113 --------- --------- $ 195,060 $ 236,511 ========= =========
FLIR Systems, Inc. QUARTERLY FINANCIAL DATA (UNAUDITED)
Q1 Q2 Q3 As As As As As As Reported Restated Reported Restated Reported Restated Q4 1999 - ---- Revenue: Commercial...................... $ 27,636 $ 27,986 $28,652 $ 27,245 $36,191 $35,624 $ 29,700 Government...................... 6,802 10,835 13,550 19,071 18,515 17,515 18,472 -------- -------- ------- -------- ------- ------- -------- Total revenue................ 34,438 38,821 42,202 46,316 54,706 53,139 48,172 Gross profit...................... 1,084 (6) 25,500 24,745 33,735 29,769 8,274 Net earnings (loss)............... (19,083) (26,902) 2,845 930 8,544 6,179 (34,844) Net earnings (loss) per share: Basic.......................... $ (1.35) $ (1.90) $ 0.20 $ 0.07 $ 0.60 $ 0.43 $ (2.43) Diluted........................ $ (1.35) $ (1.90) $ 0.20 $ 0.06 $ 0.59 $ 0.43 $ (2.43)
Q4 Q1 Q2 Q3 As Reported As Restated 1998 - ---- Revenue: Commercial....................... $28,043 $33,604 $37,627 $39,123 $38,703 Government....................... 12,061 15,793 18,386 23,985 12,648 ------- ------- ------- ------- ------- Total revenue................. 40,104 49,397 56,013 63,108 51,351 Gross profit....................... 20,502 27,198 29,308 36,285 27,597 Net earnings (loss)................ (195) 3,433 5,731 7,807 860 Net earnings (loss) per share: Basic........................... $ (0.02) $ 0.29 $ 0.41 $ 0.55 $ 0.06 Diluted......................... $ (0.02) $ 0.27 $ 0.40 $ 0.53 $ 0.06
Note: The sum of the quarterly earnings (loss) per share does not equal the annual earnings (loss) per share as a result of the computation of quarterly versus annual average shares outstanding. -----END PRIVACY-ENHANCED MESSAGE-----