-----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, Ga+R6YdWNM3aEMgpa2LIt9j+Ff6wY6PbIr4MiiNrgJN5s9+SaMrioalvdhhAC3tW aok8nNujx4ryitoyDmyC1w== 0001032210-01-500532.txt : 20010514 0001032210-01-500532.hdr.sgml : 20010514 ACCESSION NUMBER: 0001032210-01-500532 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20010511 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: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-21918 FILM NUMBER: 1630090 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 10-Q/A 1 d10qa.txt AMENDMENT 31 FOR QUARTERLY PERIOD ENDED 09/30/00 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 10-Q/A Amendment No. 1 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2000 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 (I.R.S. Employer incorporation or organization) Identification No.) 16505 S.W. 72nd Avenue, Portland, Oregon 97224 (Address of principal executive offices) (Zip Code) (503) 684-3731 (Registrant's 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 ____. --- At October 31, 2000, there were 14,499,504 shares of the Registrant's common stock, $0.01, par value, outstanding. ================================================================================ This Amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, as filed by the Registrant on November 14, 2000, and is being filed to reflect the restatements of the Registrant's consolidated financial statements (the "Restatements."). The Restatements reflect adjustments to revenue and related costs of sales and certain operating costs for certain sales transactions recorded in 1998 and 1999 to be consistent with the Company's revenue recognition policy. The Restatements also reflect certain reclassifications. A discussion of the Restatements and a summary of the effects of the Restatements are presented in Note 9 to the Consolidated Financial Statements. The information contained in this Form 10-Q/A is as of November 14, 2000, except for the information relating to the Restatements discussed above, which has been updated through March 23, 2001. This amended Form 10-Q/A should be read in conjunction with the Form 10-Q for the quarterly period ended March 31, 2001, filed by the Registrant on May 9, 2001. INDEX PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Consolidated Statement of Operations - Three Months and Nine Months Ended September 30, 2000 and 1999...................................................... 3 Consolidated Balance Sheet - September 30, 2000 and December 31, 1999............ 4 Consolidated Statement of Cash Flows - Nine Months Ended September, 2000 and 1999 5 Notes to the Consolidated Financial Statements................................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................................................... 14 Item 3. Quantitative and Qualitative Disclosures About Market Risk....................... 20 PART II. OTHER INFORMATION Item 1. Legal Proceedings................................................................ 22 Item 3. Default Upon Senior Securities................................................... 22 Item 4. Submission of Matters to a Vote of Shareholders.................................. 22 Item 6. Exhibits and Current Reports on Form 8-K......................................... 23 Signatures....................................................................... 24
2 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements FLIR SYSTEMS, INC. CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, --------------------------------- --------------------------------- 2000 1999 2000 1999 --------------- -------------- --------------- -------------- (Restated) (Restated) (Restated) (Restated) Revenue.................................... $ 39,912 $ 45,569 $ 129,150 $ 130,497 Cost of goods sold......................... 29,214 21,382 76,595 83,379 --------------- -------------- --------------- -------------- Gross profit............................ 10,698 24,187 52,555 47,118 Operating expenses: Research and development.................. 6,816 6,354 23,251 20,167 Selling and other operating costs......... 15,995 14,990 48,811 41,573 Combination costs......................... -- 524 -- 5,152 --------------- -------------- --------------- -------------- Total operating expenses................ 22,811 21,868 72,062 66,892 (Loss) earnings from operations......... (12,113) 2,319 (19,507) (19,774) Interest expense........................... 3,307 1,576 8,245 3,783 Other (income) expenses - net.............. (242) -- (257) (222) --------------- -------------- --------------- -------------- (Loss) earnings before income taxes..... (15,178) 743 (27,495) (23,335) Income tax provision....................... 2,971 550 1,135 917 --------------- -------------- --------------- -------------- Net (loss) earnings........................ $ (18,149) $ 193 $ (28,630) $ (24,252) =============== ============== =============== ============== Net (loss) earnings per share: Basic................................... $ (1.25) $ 0.01 $ (1.98) $ (1.71) =============== ============== =============== ============== Diluted................................. $ (1.25) $ 0.01 $ (1.98) $ (1.71) =============== ============== =============== ==============
The accompanying notes are an integral part of these financial statements 3 FLIR SYSTEMS, INC. CONSOLIDATED BALANCE SHEET (In thousands, except share amounts)
September 30, December 31, 2000 1999 -------------------- ------------------- (Restated) (Restated) (Unaudited) ASSETS ------ Current assets: Cash and cash equivalents..................................... $ 5,648 $ 4,255 Accounts receivable, net...................................... 35,893 56,788 Inventories................................................... 59,607 65,074 Prepaid expenses and other current assets..................... 3,076 6,040 Deferred income taxes......................................... 9,887 7,216 -------------------- ------------------- Total current assets...................................... 114,111 139,373 Property and equipment, net....................................... 17,129 20,854 Deferred income taxes, net........................................ 16,710 16,499 Intangible assets, net............................................ 16,976 17,932 Other assets...................................................... 654 1,829 -------------------- ------------------- $ 165,580 $ 196,487 ==================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities: Notes payable................................................. $ 96,945 $ 81,247 Accounts payable.............................................. 11,647 22,128 Accrued payroll and other liabilities......................... 23,854 27,226 Accrued income taxes.......................................... 1,758 3,207 Current portion of capital lease obligations.................. 978 1,084 -------------------- ------------------- Total current liabilities................................. 135,182 134,892 Long-term debt.................................................... 1,408 1,497 Pension and other long-term liabilities........................... 3,471 3,879 Commitments and contingencies..................................... Shareholders' equity: Preferred stock, $0.01 par value, 10,000,000 shares authorized; no shares issued at September 30, 2000, and December 31, 1999........................................... -- -- Common stock, $0.01 par value, 30,000,000 shares authorized, 14,494,993 and 14,388,600 shares issued at September 30, 2000, and December 31, 1999, respectively............................ 145 144 Additional paid-in capital.................................... 143,850 143,318 Accumulated deficit........................................... (113,373) (84,744) Accumulated other comprehensive loss.......................... (5,103) (2,499) -------------------- ------------------- Total shareholders' equity................................ 25,519 56,219 -------------------- ------------------- $ 165,580 $ 196,487 ==================== ===================
The accompanying notes are an integral part of these financial statements 4 FLIR SYSTEMS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) (Unaudited)
Nine Months Ended September 30, ------------------------------------ 2000 1999 ---------------- ---------------- (Restated) (Restated) Cash used by operations: Net loss........................................................ $(28,630) $(24,252) Income charges not affecting cash: Depreciation................................................ 6,850 4,854 Amortization................................................ 1,201 2,041 Disposals and write-offs of property and equipment.......... 2,456 684 Fair value adjustment on interest swaps..................... 535 -- Deferred income taxes....................................... (2,882) (1,013) Changes in operating assets and liabilities: Decrease in accounts receivable............................. 18,711 22,087 Decrease in inventories..................................... 3,653 2,316 Decrease (increase) in prepaid expenses..................... 2,736 (1,763) Decrease in other assets.................................... 943 157 Decrease in accounts payable................................ (9,852) (337) Decrease in accrued payroll and other liabilities (2,106) (8,407) (Decrease) increase in accrued income taxes................. (1,416) 536 Increase (decrease) in pension and other long-term liabilities................................................ 67 (103) ---------------- ---------------- Cash used by operating activities............................... (7,734) (3,200) ---------------- ---------------- Cash used by investing activities: Additions to property and equipment............................. (5,966) (7,621) ---------------- ---------------- Cash used by investing activities............................... (5,966) (7,621) ---------------- ---------------- Cash provided by financing activities: Net increase in notes payable................................... 15,698 28,359 Proceeds from long-term debt.................................... -- 1,538 Repayment of long-term debt including current portion........... (823) (20,573) Proceeds from exercise of stock options......................... 241 814 Stock issued pursuant to employee stock purchase plan........... 292 -- ---------------- ---------------- Cash provided by financing activities........................... 15,408 10,138 ---------------- ---------------- Effect of exchange rate changes on cash............................. (315) 30 ---------------- ---------------- Net increase (decrease) in cash and cash equivalents................ 1,393 (653) Cash and cash equivalents, beginning of period...................... 4,255 4,793 ---------------- ---------------- Cash and cash equivalents, end of period............................ $ 5,648 $ 4,140 ================ ================
The accompanying notes are an integral part of these financial statements 5 FLIR SYSTEMS, INC. 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 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 Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 1999. The accompanying financial statements include the accounts of FLIR Systems, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated. The results of the interim period are not necessarily indicative of the results for the entire year. The Company's consolidated financial statements for the three months and nine months ended September 31, 2000 and 1999 and as of September 31, 2000 and December 31, 1999 have been restated. In addition, certain reclassifications, which had no impact on previously reported results of operations or shareholders' equity, have been made to previously reported data. See Note 9 to the Consolidated Financial Statements for a description of the restatements and reclassifications. Note 2. Special Charges Results of operations for the nine months ended September 30, 2000 include one- time charges totaling $20.0 million, or $1.39 per share. The charges were $12.7 million and $7.3 million recorded in the third and second quarters, respectively. Charges to the third quarter were to adjust inventory carrying values and other expenses associated with streamlining the Company's manufacturing and corporate operations. These charges include charges of $9.0 million to cost of sales primarily for inventory reserves related to certain low margin products and older products that the Company is phasing out, and $3.7 million of charges to operating and other expenses associated with workforce reductions and related costs, and write-offs of certain assets. The second quarter charges of $7.3 million include $6.9 million related to cost accumulations and asset valuations that have been written off as a result of operation changes. There were also workforce reduction charges of $0.4 million recorded in the quarter. 6 FLIR SYSTEMS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Note 3. Net Earnings Per Share Earnings per share are based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods, computed using the treasury stock method for stock options. The following table sets forth the reconciliation of the denominator utilized in the computation of basic and diluted earnings per share (in thousands):
Three Months Ended Nine Months Ended September 30, September 30, -------------------------- -------------------------- 2000 1999 2000 1999 ----------- ------------ ----------- ------------ Weighted average number of common shares outstanding............................. 14,484 14,311 14,452 14,213 Dilutive stock options................... -- 1,574 -- -- ----------- ------------ ----------- ------------ Diluted shares outstanding............... 14,484 15,885 14,452 14,213 =========== ============ =========== ============
Potentially dilutive securities that are not included in the diluted earnings per share calculation because they would have been anti-dilutive include the following (in thousands):
Three Months Ended Nine Months Ended September 30, September 30, -------------------------- -------------------------- 2000 1999 2000 1999 ----------- ------------ ----------- ------------ Stock Options............................ 2,153 -- 2,153 1,574 =========== ============ =========== ============
Note 4. Inventories Inventories consist of the following (in thousands):
September 30, December 31, 2000 1999 ---------------- ----------------- (Restated) (Restated) Raw material and subassemblies..................... $ 31,483 $ 32,452 Work-in-progress................................... 14,847 15,261 Finished goods..................................... 13,277 17,361 ------------------- ------------------ $ 59,607 $ 65,074 =================== ==================
7 FLIR SYSTEMS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Note 5. Changes in Shareholders' Equity Changes in Shareholders' Equity consist of the following (in thousands):
Accumulated Additional Other Total Preferred Common Paid-in Accumulated Comprehensive Comprehensive Stock Stock Capital Deficit Loss Total Loss -------------------------------------------------------------------------------------- (Restated) (Restated) (Restated) Balance, December 31, 1999................. $ $ 144 $143,318 $ (84,744) $(2,499) $ 56,219 -- Common stock options exercised............. -- -- 241 -- -- 241 Stock issued pursuant to employee share purchase plan............................. -- 1 291 -- -- 292 Net loss for the nine month period......... -- -- -- (28,629) -- (28,629) $(28,629) Foreign translation adjustment............. -- -- -- -- (2,604) (2,604) (2,604) -------------------------------------------------------------------------------------- Balance, September 30, 2000................ $ -- $ 145 $143,850 $(113,373) $(5,103) $ 25,519 ======================================================================================= Comprehensive loss, nine months ended September 30, 2000........................ $(31,233) ============
Cumulative foreign translation adjustment represents the Company's only other comprehensive income item. Cumulative foreign translation adjustment represents unrealized gains/losses in the translation of the financial statements of the Company's subsidiaries in accordance with SFAS No. 52, "Foreign Currency Translation." The Company has no intention of liquidating the assets of the foreign subsidiaries in the foreseeable future. Note 6. Litigation Beginning on March 13, 2000, five complaints alleging violations of the federal securities laws were filed against the Company and certain of its former officers in the United States District Court for the District of Oregon. Upon order of the Court, plaintiffs in those actions filed a consolidated complaint on July 24, 2000. The consolidated complaint names the Company, Robert P. Daltry, J. Kenneth Stringer, III, and J. Mark Samper as defendants. The complaint purports to be filed on behalf of a class of purchasers of the Company's common stock between March 3, 1999 and March 6, 2000 and alleges that the defendants violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by intentionally issuing false and/or misleading statements regarding the Company's financial results in the Company's SEC filings and in press releases and other public statements. The complaint does not specify the amount of damages that plaintiffs seek. The Company intends to contest the litigation vigorously and has filed a motion to dismiss the complaint, based on the specificity requirements of the Private Securities Litigation Reform Act of 1995, which will be heard in mid-November. The Company was involved in other litigation, investigations of a routine nature and various legal matters during the first nine months of 2000 that are being defended and handled in the ordinary course of business. While the ultimate results of the matters described above cannot presently be determined, management does not expect that they will have a material adverse effect on the Company's results of operations or financial position. Therefore, no adjustments have been made to the accompanying financial statements relative to these matters. 8 FLIR SYSTEMS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Note 7. Inframetrics Merger In conjunction with the merger with Inframetrics, Inc., on March 31, 1999, the Company recognized a one-time charge of $23.8 million consisting of a reserve for duplicative inventories of $20.1 million, transaction related costs of $3.2 million and cost to exit activities of $0.5 million. During the course of 1999, the Company recorded additional costs related to the merger including an increase to the reserve for duplicative inventories of $5.2 million, an increase of costs to exit activities of $5.6 million and $1.2 million related to the write-off of certain assets related to the merger. The inventory reserve relates to duplicative product lines created by the merger and was included in cost of goods sold. As of September 30, 2000, the Company had written-off and disposed of inventories totaling $20.1 million. The transaction related costs consisted of investment advisor fees, legal and accounting fees and other direct transaction costs. Such costs were included in combination costs, a separate line item in operating expenses. The cost to exit activities amount relates to estimated shut down costs related to duplicative sales offices in the United Kingdom, Germany and France. As of September 30, 2000, the Company has no remaining accruals related to the transaction costs and cost to exit activities. Consolidated results of operations for the three months ended March 31, 1999 of the Company and Inframetrics on a stand-alone basis, excluding one time charges for duplicative inventories created as a result of overlapping product lines, reserve for shutdown of duplicate sales offices and other direct transaction costs are as follows (in thousands): FLIR Inframetrics -------------- ------------ (Restated) (Restated) Revenue..................................... $ 25,458 $ 13,580 ============== ============= Net (loss) earnings......................... $ (2,560) $ 177 ============== ============= Note 8. Segment Information The Company has determined its operating segments to be the Thermography and Imaging market segments. The Thermography market is comprised of a broad range of commercial and industrial applications utilizing infrared cameras to provide precise temperature measurement. The Imaging market is comprised of a broad range of applications that is focused on providing enhanced vision capabilities where temperature measurement is not required, although differences in temperatures are used to create an image. The Imaging market also includes high performance daylight imaging applications. The accounting policies of each segment are the same. The Company evaluates performance based upon net revenue for each segment and does not evaluate segment performance on any other income measurement. 9 FLIR SYSTEMS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Note 8. Segment Information--(Continued) Previously, the Company reported its operating segments to be the commercial and government market segments. The information below for 1999 and 2000 has been reclassified to be consistent with the reporting for these market segments. Operating segment information for net revenue is as follows (in thousands):
Three Months Ended Nine Months Ended September 30, September 30, ------------------------------ --------------------------------- 2000 1999 2000 1999 ------------- ------------- -------------- --------------- (Restated) (Restated) (Restated) (Restated) Thermography.......................... $ 16,099 $ 22,834 $ 57,654 $ 62,072 Imaging............................... 23,814 22,735 71,496 68,425 ------------- ------------- -------------- --------------- $ 39,912 $ 45,569 $ 129,150 $ 130,497 ============= ============= ============== ===============
Long-lived assets by significant geographic location is as follows (in thousands): September 30, December 31, 2000 1999 ------------- ----------- (Restated) (Restated) United States............................ $14,404 $18,886 Europe................................... 20,355 21,729 ------------- ----------- $34,759 $40,615 ============= =========== Note 9. Restatements and Reclassifications In March 2001, the Company determined that it was necessary to restate its 1999 consolidated financial statements and its interim 2000 and 1999 consolidated financial statements. The restatements were effected after the Company determined, based on a review of the specific terms and conditions underlying certain sales transactions recorded in 1999 and 1998, that revenue was recognized with respect to such transactions during periods or in amounts that were not consistent with the Company's revenue recognition policy. Accordingly, the restatements include the deferral of revenue from the reporting period in which the revenue was originally recorded to the reporting period in which the revenue would be properly recorded under the Company's revenue recognition policy. The related cost of sales and certain operating costs have also been restated as appropriate. In addition, reclassifications have been made to the Consolidated Statement of Operations for the reporting of representative commissions incurred by the Company. These commissions, which were previously recorded as a portion of selling and other operating costs, have been reclassified as a reduction of revenue. The reclassifications had no impact on net earnings for the periods presented. 10 FLIR SYSTEMS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Note 9. Restatements and Reclassifications--(Continued) The financial statements and related notes set forth in this Form 10-Q/A for the three and nine months ended September 30, 2000 and 1999, as of September 30, 2000 and 1999, and as of December 31, 1999 reflect all such restatements. A summary of the impact of the restatements and reclassifications follows (in thousands except per share amounts):
Results of Operations Three Months Ended Nine Months Ended - --------------------- September 30, 2000 September 30, 2000 -------------------------------- --------------------------------- Previously As Previously As Reported Restated Reported Restated --------------- -------------- --------------- --------------- Revenue.................................... $ 38,539 $ 39,912 $ 127,258 $ 129,150 Cost of goods sold......................... 27,427 29,214 72,519 76,594 --------------- ------------- --------------- -------------- Gross profit............................. 11,112 10,698 54,739 52,556 Operating expenses: Research and development.................. 6,816 6,816 23,251 23,251 Selling and other operating costs......... 17,792 15,995 53,543 48,811 Combination costs......................... -- -- 1,217 -- --------------- ------------- --------------- -------------- Total operating expenses................. 24,608 22,811 78,011 72,062 (Loss) earnings from operations.......... (13,496) (12,113) (23,272) (19,506) Interest expense........................... 2,772 3,307 7,619 8,245 Other (income) expenses - net.............. (242) (242) (258) (257) --------------- ------------- --------------- -------------- (Loss) earnings before income taxes...... (16,026) (15,178) (30,633) (27,494) Income tax provision....................... 2,569 2,971 733 1,135 --------------- ------------- --------------- -------------- Net (loss) earnings........................ $ (18,595) $ (18,149) $ (31,366) $ (28,629) =============== ============= =============== ============== Net (loss) earnings per share: Basic................................... $ (1.28) $ (1.25) $ (2.17) $ $(1.98) =============== ============= =============== ============== Diluted................................. $ (1.28) $ (1.25) $ (2.17) $ (1.98) =============== ============= =============== ==============
11 FLIR SYSTEMS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Note 9. Restatements and Reclassifications--(Continued)
Results of Operations Three Months Ended Nine Months Ended - ------------------------------------------- September 30, 1999 September 30, 1999 -------------------------------- --------------------------------- Previously As Previously As Reported Restated Reported Restated --------------- ------------- --------------- -------------- Revenue.................................... $47,007 $45,569 $132,144 $130,497 Cost of goods sold......................... 21,576 21,382 81,974 83,379 --------------- ------------- --------------- -------------- Gross profit............................. 25,431 24,187 50,170 47,118 Operating expenses: Research and development.................. 6,354 6,354 20,167 20,167 Selling and other operating costs......... 16,466 14,990 46,384 41,573 Combination costs......................... 524 524 5,152 5,152 --------------- ------------- --------------- -------------- Total operating expenses................. 23,344 21,868 71,703 66,892 (Loss) earnings from operations.......... 2,087 2,319 (21,533) (19,774) Interest expense........................... 1,576 1,576 3,579 3,783 Other (income) expenses - net.............. -- -- (18) (222) --------------- ------------- --------------- -------------- (Loss) earnings before income taxes...... 511 743 (25,094) (23,335) Income tax provision....................... 550 550 917 917 --------------- ------------- --------------- -------------- Net (loss) earnings........................ $ (39) $ 193 $(26,011) $(24,252) =============== ============= =============== ============== Net (loss) earnings per share: Basic................................... $(0.00) $0.01 $(1.83) $(1.71) =============== ============= =============== ============== Diluted................................. $(0.00) $0.01 $(1.83) $(1.71) =============== ============= =============== ==============
Financial Position September 30, 2000 - ------------------ ----------------------------------- Previously As Reported Restated --------------- ---------------- Accounts receivable, net.................................. $ 36,627 $ 35,893 Inventories............................................... 59,256 59,607 Total current assets...................................... 114,494 114,111 Property and equipment, net............................... 17,099 17,129 Total assets.............................................. 165,933 165,580 Accrued payroll and other liabilities..................... 21,991 23,854 Accrued income taxes...................................... 1,356 1,758 Total current liabilities................................. 132,917 135,182 Accumulated deficit....................................... (110,127) (113,373) Total shareholders' equity................................ 28,765 25,519 Total liabilities and shareholders' equity................ 165,933 165,580
12 FLIR SYSTEMS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Note 9. Restatements and Reclassifications--(Continued)
Financial Position September 30, 1999 - ------------------ ---------------------------------- Previously As Reported Restated --------------- --------------- Accounts receivable, net.................................. $ 63,099 $ 58,688 Inventories............................................... 70,052 71,648 Total current assets...................................... 151,962 149,147 Property and equipment, net............................... 28,229 28,297 Total assets.............................................. 216,096 213,349 Accrued payroll and other liabilities..................... 20,454 22,187 Accrued income taxes...................................... 4,450 4,450 Total current liabilities................................. 118,696 120,429 Accumulated deficit....................................... (50,135) (54,615) Total shareholders' equity................................ 91,691 87,211 Total liabilities and shareholders' equity................ 216,096 213,349
Financial Position December 31, 1999 - ------------------ ---------------------------------- Previously As Reported Restated --------------- --------------- Accounts receivable, net.................................. $ 57,777 $ 56,788 Inventories............................................... 64,374 65,074 Total current assets...................................... 139,662 139,373 Property and equipment, net............................... 20,796 20,854 Total assets.............................................. 196,718 196,487 Accrued payroll and other liabilities..................... 21,474 27,226 Accrued income taxes...................................... 3,207 3,207 Total current liabilities................................. 129,140 134,892 Accumulated deficit....................................... (78,761) (84,744) Total shareholders' equity................................ 62,202 56,219 Total liabilities and shareholders' equity................ 196,718 196,487
13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (2000 and 1999 amounts have been restated as discussed in Note 9 of the Consolidated Financial Statements): Overview. The Company recorded a net loss of $18.1 million, or $1.25 per share, for the third quarter of 2000, compared to a net profit of $0.2 million, or $0.01 per share for the third quarter of 1999. For the nine months ended September 30, 2000, the Company recorded a net loss of $28.6 million, or $1.98 per share, compared to a net loss of $24.3 million, or $1.71 per share, for the nine months ended September 30, 1999. Results of operations for the nine months ended September 30, 2000 include one- time charges totaling $20.0 million, or $1.39 per share. The charges were $12.7 million and $7.3 million recorded in the third and second quarters, respectively. During the course of the year, the Company, under new management, has been restructuring its operations to improve profitability. As a result, the Company has recorded these one-time charges associated with realigning its operations to focus on higher margin products, eliminate aged or lower margin products, improve manufacturing efficiencies and reduce production and distribution costs. Charges to the third quarter were to adjust inventory carrying values and other expenses associated with streamlining the Company's manufacturing and corporate operations. These charges include charges of $9.0 million to cost of sales primarily for inventory reserves related to certain low margin products and older products that the company is phasing out, and $3.7 million of charges to operating and other expenses associated with workforce reductions and related costs, and write-offs of cost accumulations and certain assets. The second quarter charges of $7.3 million include the write off of $6.9 million related to cost accumulations and asset valuations. The effect of each of these charges on prior years is not material. There were also workforce reduction charges of $0.4 million recorded in the quarter. Revenue. The Company's revenue for the three months ended September 30, 2000 decreased 12.4 percent, from $45.6 million in the third quarter of 1999 to $39.9 million in the third quarter of 2000. Thermography revenue declined 29.5 percent, from $22.8 million in the third quarter of 1999 to $16.1 million in the third quarter of 2000. The decrease in Thermography revenue of $6.7 million was due in part to delays in approval of U.S. export licenses for certain of the Company's products, delays in orders in anticipation of the introduction of the new products and the impact of currency translations on sales in Europe. Revenue from the sale of systems to Imaging customers increased $1.1 million, or 4.7 percent, from $22.7 million in the third quarter of 1999 to $23.8 million in the third quarter of 2000. Revenue for the nine months ended September 30, 2000 decreased $1.3 million, or 1.0 percent, from $130.5 million in the first nine months of 1999 to $129.2 million in the first nine months of 2000. Thermography revenue for the nine months ended September 30, 2000 declined $4.4 million, or 7.1 percent from $62.1 million in the first nine 14 months of 1999 to $57.7 million in the first nine months of 2000. The decrease in Thermography revenue was due in part to delays in approval of U.S. export licenses for certain of the Company's products and the impact of currency translation on sales in Europe, as well as delays in orders in anticipation of the introduction of new products. Revenue from the sale of systems to Imaging customers for the nine months ended September 30, 2000 totaled $71.5 million, an increase of $3.1 million, or 4.5 percent, from the $68.4 million in revenue generated in the first nine months of 1999. The increase was due to increased demand for products in most of the Company's market segments within the Imaging business. Revenue from sales outside the United States increased as a percentage of revenue from 30.4 percent to 48.3 percent for the quarters ended September 30, 1999 and 2000, respectively. For the first nine months of 2000, revenue from sales outside the United States constituted 47.1 percent of total revenue, as compared to 36.2 percent for the first nine months of 1999. While the percentage of revenue from international sales will continue to fluctuate from quarter to quarter due to the timing of shipments under international and domestic government contracts, management anticipates that revenue from international sales as a percentage of total revenue will continue to comprise a significant percentage of revenue. Gross profit. Gross profit for the quarter ended September 30, 2000 was $10.7 million compared to $24.2 million for the same quarter last year. As a percentage of revenue, gross profit declined to 26.8 percent in the third quarter of 2000 compared to 53.1 percent in the third quarter of 1999. The decline was primarily due to charges in the quarter totaling $9.2 million to adjust inventory carrying values and record other expenses associated with refocusing the Company's manufacturing operations on higher margin products and improving manufacturing efficiencies. Without these charges, gross profit would have been 49.8 percent. Gross profit for the nine months ended September 30, 2000 was $52.6 million compared to $47.1 million for the nine months ended September 30, 1999. As a percentage of revenue, gross profit was 40.7 percent for the nine months ended September 30, 2000 compared to 36.1 percent for the nine months ended September 30, 1999. Without the current year charges to write off cost accumulations and certain asset valuations totaling $4.0 million recorded in the second quarter and other charges in the nine months totaling $9.3 million, gross profit would have been $65.8 million or 51.0 percent of revenue. Included in cost of goods sold for the nine months ended September 30, 1999 is a one-time charge of $20.1 million related to duplicate inventories and products which were determined to have reached the end of life, both created by overlapping product lines as a result of the merger with Inframetrics. Without this charge, gross profit as a percentage of revenue would have been 51.5 percent for the nine months ended September 30, 1999. Research and development. Research and development expense for the third quarter of 2000 totaled $6.8 million, compared to $6.4 million in the third quarter of 1999. Research and development expense as a percentage of revenue increased from 13.9 percent to 17.1 percent for the three months ended September 30, 1999 and 2000, respectively. Research and development expense in the third quarter of 2000 includes a $0.9 million charge for expenses associated with the realignment of the Company's operations. Without this charge, research and development expense would have been $5.9 million or 14.9 percent of revenue for the three months ended September 30, 2000. 15 Research and development expense for the first nine months of 2000 totaled $23.3 million, an increase from $20.2 million in the first nine months of 1999. Research and development expense as a percentage of revenue increased from 15.5 percent to 18.0 percent for the nine months ended September 30, 1999 and 2000, respectively. Research and development expense in the nine month period ended September 30, 2000 includes charges totaling $2.9 million to write off cost accumulations and certain asset valuations and $0.2 million for expenses associated with streamlining the Company's manufacturing operations. Without these charges, research and development expense would have been $20.1 million or 15.6 percent of revenue for the nine months ended September 30, 2000. The overall level of research and development expense reflects the continued emphasis on product development and new product introductions. Due to the timing of revenue during the year, research and development expense as a percentage of revenue is typically higher in the first half of the year than on a full year basis. Selling and other operating costs. Selling and other operating costs increased from $15.0 million to $16.0 million for the quarters ended September 30, 1999 and 2000, respectively. Selling and other operating costs as a percentage of revenue increased from 32.9 percent to 40.1 percent. Selling and other operating costs for the third quarter of 2000 included charges totaling $2.4 million associated with the streamlining of the Company's manufacturing and corporate operations. Without these charges, selling and other operating costs would have been $13.6 million or 34.0 percent of revenue for the quarter ended September 30, 2000, a $1.4 million decrease from the quarter ended September 30, 1999. Selling and other operating costs increased from $41.6 million in the first nine months of 1999 to $48.8 million in the first nine months of 2000. Selling and other operating costs as a percentage of revenue increased from 31.9 percent to 37.8 percent. Selling and other operating costs for the nine month period ended September 30, 2000 includes charges totaling $1.6 million related to the write off of cost accumulations and certain asset valuations and charges totaling $1.8 million associated with refocusing the Company's manufacturing and corporate operations. Without theses charges, selling and other operating costs as a percentage of revenue was 35.2 percent for the nine months ended September 30, 2000. In addition to these one-time charges, the increase in absolute dollar terms was due to increases in audit and legal fees ($1.5 million), increased depreciation ($1.0 million) related to the Company's enterprise resource planning system implemented in April 1999, and other selling, marketing, and administrative overhead expense increases. Inframetrics Merger. Effective March 30, 1999, the Company completed its merger with Inframetrics, Inc., a privately held infrared imaging company headquartered in Billerica, Massachusetts, by issuing approximately 2.3 million shares of the Company's common stock (including approximately 192,000 shares reserved for exercise of outstanding options) for all the outstanding stock of Inframetrics. Additionally, the Company assumed and paid off approximately $24 million of Inframetrics, Inc.'s short- and long-term debt. In conjunction with the merger, during the quarter ended March 31, 1999, the Company recorded a one-time charge of $23.8 million. The charge consisted of a $20.1 million inventory reserve due to the creation of duplicative product lines, which is included in cost of goods sold, and $3.7 million of transaction related costs, which are included in combination costs, a separate line in operating costs. During the three months ended June 30, 1999, the Company incurred additional 16 charges of $1.0 million for transaction related costs. These charges and related reserves are more fully discussed in Note 7 to the consolidated financial statements. During the quarter ended December 31, 1999, the Company recorded a charge of $1.2 million for the write-off of certain assets related to the merger. This charge is reported on the combination costs line in the financial statements. Interest expense. Interest expense increased from $1.6 million in the third quarter of 1999 to $3.3 million for the quarter ended September 30, 2000, due to increased debt levels, increased interest rates, and the fair value adjustment on interest swap agreements. Interest expense increased from $3.8 million in the first nine months of 1999 to $8.2 million in the first nine months of 2000 due to these same factors. Income taxes. The income tax provision of $3.0 million and $1.1 million for the three months and nine months ended September 30, 2000, respectively, reflects revisions to the Company's estimate of expected year-end earnings and losses in its various tax jurisdictions. Certain foreign subsidiaries are expected to have taxable income while the combined entities are expected to have a consolidated loss. Given the recurring losses in certain tax jurisdictions, no benefit has been provided for in the income statement for such losses. Management is continuing to assess the extent and timing of future profitability. If management's forecast of future earnings differs from actual results, the Company may need to record a further valuation against its deferred tax assets. Liquidity and Capital Resources At September 30, 2000, the Company had short-term borrowings net of cash on hand of $91.3 million compared to $89.7 million at June 30, 2000 and compared to $77.0 million at December 31, 1999. The increase in short-term borrowings during the nine months ended September 30, 2000, was primarily due to operating losses and capital expenditures during the period. Accounts receivable decreased from $56.8 million at December 31, 1999 to $35.9 million at September 30, 2000. The Company has increased its collection efforts and tightened its credit policies. Days sales outstanding decreased from 116 at December 31, 1999 to 76 at September 30, 2000. The timing of sales, particularly the recording of large system sales, can significantly impact the calculation of days sales outstanding at any point in time. At September 30, 2000, the Company had inventories on hand of $59.6 million compared to $65.1 million at December 31, 1999. The decrease was primarily the result of adjustments to inventory carrying values partially offset by higher inventory levels as a result of lower than anticipated revenues in the third quarter. The Company's investing activities have consisted primarily of expenditures for fixed assets, which totaled $6.0 million and $7.6 million for the nine months ended September 30, 2000 and 1999, respectively. The Company has a Credit Agreement with a number of banks that provides it with a $95.5 million revolving line of credit. Interest on borrowings under the agreement is at a fluctuating rate generally equal to the higher of the Federal Funds Rate plus 0.50% or the prime rate of the primary lender for domestic borrowings, and LIBOR for offshore borrowings. The interest rates 17 on borrowings under the agreement increase as the Company's consolidated debt level increases. The weighted average interest rate on borrowings at September 30, 2000 was 12.1 percent. The Company's obligations under the Credit Agreement are secured by substantially all the assets of the Company. The Credit Agreement includes negative covenants that, among other things, impose limitations on the Company's ability to incur additional indebtedness, engage in certain acquisition or disposition transactions, incur lease obligations and make investments, capital expenditures and certain other payments. The Credit Agreement also includes certain financial covenants, including consolidated tangible net worth, interest coverage ratio and leverage ratio. As of December 31, 1999 and for the year then ended, the Company was in violation of certain of these covenants. Pursuant to an amendment to the Credit Agreement dated as of April 13, 2000, the lenders waived their rights to declare a default based upon such covenant violations as of December 31, 1999 and through December 30, 2000. The amendment to the Credit Agreement also modified the consolidated tangible net worth covenant, added covenants with respect to minimum levels of revenue and EBITDA and increased the interest rates applicable to offshore borrowings under the Credit Agreement. As of March 31, 2000 and September 30, 2000 and for the quarters then ended, the Company was in violation of the new minimum revenue and minimum EBITDA covenants and the consolidated tangible net worth covenant under the Credit Agreement, as amended. As of June 30, 2000 and for the quarter then ended, the Company was in violation of the new minimum EDITDA covenant and the consolidated tangible net worth covenant. The Company currently has a forbearance agreement in place with the lenders under the Credit Agreement until December 15, 2000. This forbearance is related to the defaults under the Credit Agreement as amended due to the violation of the new financial covenants. All advances currently bear interest at the default rate (currently at 12.25 percent) provided in the Credit Agreement. Presently the Company and the lenders are exploring the prospective development of a longer-term loan agreement. If the Company is unable to negotiate a longer-term financing arrangement with the banks, renegotiate the terms of the Credit Agreement or obtain additional forbearance from the lenders by December 15, 2000, the lenders may exercise their rights under the Credit Agreement, including acceleration of all amounts due under the Credit Agreement. The renegotiation of this lending facility is a critical step in the future liquidity of the Company and the inability to renegotiate such terms by the Company could have material adverse affect on the Company. The Company has been advised by its independent public accountants that if these uncertainties are not resolved prior to the completion of their audit of the Company's financial statements for the year ending December 31, 2000, their auditors' report on those financial statements may be modified for a going concern uncertainty. Additionally, the Company, through one of its subsidiaries, has a 40,000,000 Swedish Kroner (approximately $4.2 million) line of credit bearing interest at 4.3 percent at September 30, 2000. At September 30, 2000, the Company had $95.5 million outstanding under the Credit Agreement and $1.4 million outstanding under the Swedish Kroner line of credit. The use of cash for operating activities in the first nine months of 2000 was $7.7 million, compared to $3.2 million for the first nine months of 1999. Use of cash increased as the result of increased net loss. The Company believes that its existing cash and available credit facilities, 18 financing available from other sources, continuing efforts to control costs, improved collection of accounts receivable and management of inventory levels will be sufficient to meet its cash requirements for the foreseeable future. Impact of the Year 2000 The Company conducted a comprehensive review of its computer systems to identify the systems that could be affected by the Year 2000 issue. The Company identified that the internal manufacturing system acquired by the Company in connection with the acquisition of AGEMA was not Year 2000 compliant, and installed a new enterprise resource planning system, both hardware and software, to correct this deficiency. The Company's existing product line was tested and reviewed to ensure Year 2000 compliance, and the Company's products under development were designed to be Year 2000 compliant. Additionally, the Company evaluated Year 2000 compliance on products from its suppliers and partners. A contingency plan for dealing with the most reasonably likely worst-case scenario was developed. Both internal and external resources were employed to identify, correct or reprogram, and test the systems for Year 2000 compliance. The total cost of the project was approximately $7 million and was funded through existing cash resources. To date, the Company has not encountered any material Year 2000 problems with respect to products, internal systems or any third party products or systems. Revenue Recognition In December 1999, the SEC released Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements." SAB 101 provides guidance for public companies on the recognition, presentation and disclosure of revenue in their financial statements. The Company generally recognizes revenue upon delivery to the customer, passage of title to the customer as indicated by the shipping terms and fulfillment of all significant obligations. The SEC has deferred implementation of SAB 101 to the fourth quarter of 2000. The SEC will allow the cumulative effect of this change, if any, on the Company's quarterly financial results to be reported in our annual financial statements for the year ended December 31, 2000. The Company is still evaluating the impact of implementing SAB 101, including recently released interpretations by the SEC staff, and is currently unable to predict if such final interpretations will materially affect the timing and predictability of revenue recognition. 19 New Accounting Pronouncements In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities-an amendment of FASB Statement No. 133" ("SFAS 138"). In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 137"). SFAS 137 is an amendment to Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 137 and 138 establish accounting and reporting standards for all derivative instruments. SFAS 137 and 138 are effective for fiscal years beginning after June 15, 2000. The Company does not expect the adoption of these pronouncements to have a material impact on its financial position or results of operations. Forward-Looking Statements This Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995 that are based on current expectations, estimates and projections about the Company's business, management's beliefs, and assumptions made by management. Words such as "expects," "anticipates," "intends," "plans," "believes," "sees," "estimates" and variations of such words and similar expressions are intended to identify such forward-looking statements. 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, but not limited to, those discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as those 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 report. If the Company does update or correct one or more forward-looking statement, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. Item 3. Quantitative and Qualitative Disclosures about Market Risk The Company's exposure to market risk for changes in interest rates relates primarily to its short-term and long-term debt obligations. The debt obligations are at variable rates. The Company has not historically utilized interest rate swap or similar hedging arrangements to fix interest rates, but in March 2000, the Company entered into interest swap agreements with one of its lender banks for a notional amount of $40.0 million. A change in interest rates related to the swap agreements impacts interest incurred, cash flows and the fair value of the instrument. 20 The foreign subsidiaries of the Company generally use their local currency as the functional currency. The Company does not currently enter into any foreign exchange forward contracts to hedge certain balance sheet exposures and intercompany balances against future movements in foreign exchange rates. To date, such exposure has been immaterial. The Company does maintain cash balances denominated in currencies other than the US Dollar. 21 PART II. OTHER INFORMATION Item 1. Legal Proceedings See Note 6 to the Consolidated Financial Statements. Item 3. Default Upon Senior Securities As of December 31, 1999 and for the year then ended, the Company was in violation of certain financial covenants under its Credit Agreement. Pursuant to an amendment to the Credit Agreement dated as of April 13, 2000, the lenders waived their rights to declare a default based upon such covenant violations as of December 31, 1999 and through December 30, 2000. The amendment to the Credit Agreement also modified the consolidated tangible net worth covenant, added covenants with respect to minimum levels of revenue and EBITDA and increased the interest rates applicable to offshore borrowings under the Credit Agreement. As of March 31, 2000 and September 30, 2000 and for the quarters then ended, the Company was in violation of the new minimum revenue and minimum EBITDA covenants and the consolidated tangible net worth covenant under the Credit Agreement, as amended. As of June 30, 2000 and for the quarter then ended, the Company was in violation of the new minimum EDITDA covenant and the consolidated tangible net worth covenant. The Company currently has a forbearance agreement in place with its creditors until December 15, 2000. See further discussion of the Credit Agreement under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." Item 4. Submission of Matters to a Vote of Shareholders The Company's annual shareholders' meeting was held on Tuesday, August 15, 2000, at which the following persons were elected to the Board of Directors by a vote of the shareholders, by the votes and for the terms indicated:
Vote --------------------------------------- Withhold Term Director For Authority Ending - ----------------------------- ----------------- ------------------ ------------ Earl R. Lewis 12,675,903 108,311 2003 Ronald L. Turner 12,674,403 109,811 2003 Steven E. Wynne 12,673,842 110,372 2003
22 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Number Description ------ --------------------------------------------------------- 27.1 Financial Data Schedule for the three months and nine months ended September 30, 2000 (b) During the three months ended September 30, 2000, the Company filed the following reports on Form 8-K 1. The Company filed a current report on Form 8-K, dated July 13, 2000, reporting under Item 4 the engagement of Arthur Andersen LLP as its independent auditors, and Item 5 the SEC investigation relating to the Company. 2. The Company filed a current report on Form 8-K, dated August 15, 2000, reporting under Item 5 and 7 its financial results for the quarter ended June 30, 2000. 3. The Company filed a current report on Form 8-K, dated August 30, 2000, reporting under Item 5 and 7 the press release on Company's workforce reduction. 23 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLIR SYSTEMS, INC. Date May 11, 2001 /s/ Stephen M. Bailey --------------------- ------------------------- Stephen M. Bailey Sr. Vice President, Finance and Chief Financial Officer (Principal Accounting and Financial Officer and Duly Authorized Officer) 24 EX-27.1 2 ex27_1.xfd FINANCIAL DATA SCHEDULE
5 1,000 3-MOS 9-MOS Jul-01-2000 Jan-01-2000 Dec-31-2000 Dec-31-2000 Sep-30-2000 Sep-30-2000 5,648 5,648 0 0 37,934 37,934 (2,041) (2,041) 59,607 59,607 114,111 114,111 59,610 59,610 (42,481) (42,481) 165,580 165,580 135,182 135,182 0 0 0 0 0 0 145 145 25,374 25,374 165,580 165,580 39,912 129,150 39,912 129,150 29,214 76,594 29,214 76,594 22,811 71,662 0 400 3,307 8,245 (15,178) (27,894) 2,971 1,135 (18,149) (28,629) 0 0 0 0 0 0 (18,149) (28,629) (1.25) (1.98) (1.25) (1.98)
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