Exhibit 99.2
INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Consolidated Financial Statements
Nine Months Ended November 30, 2003
(Unaudited)
INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Consolidated Balance Sheet
November 30, 2003
(Unaudited)
| | | | |
| Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 7,599,214 | |
Trade receivables, less allowance for doubtful accounts of $131,815 | | | 9,725,199 | |
Inventories | | | 10,364,881 | |
Prepaid expenses and other current assets | | | 494,538 | |
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Total current assets | | | 28,183,832 | |
Property and equipment, net | | | 6,321,866 | |
Intangible assets, less applicable amortization | | | 3,118,354 | |
Deposits and other long term assets | | | 235,593 | |
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| | | $ | 37,859,645 | |
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| Liabilities and Stockholders’ Equity | | | | |
Current liabilities: | | | | |
Current installments of notes payable | | $ | 1,288,900 | |
Accounts payable | | | 3,778,134 | |
Accrued liabilities | | | 4,506,655 | |
Deferred revenue | | | 1,235,846 | |
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Total current liabilities | | | 10,809,535 | |
Notes payable, less current installments | | | 2,860,240 | |
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Total liabilities | | | 13,669,775 | |
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Commitments and contingencies | | | | |
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Series B Redeemable Convertible Preferred Stock, no par value. | | | | |
Authorized 2,154,160 shares; issued and outstanding 1,935,641 at November 30, 2003 | | | 19,870,816 | |
Series B Redeemable Convertible Preferred Stock warrants | | | 580,000 | |
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Stockholders’ equity: | | | | |
Series A Convertible Preferred Stock, no par value. Authorized 5,099,625 shares; issued and outstanding 3,787,596 at November 30, 2003 | | | 1,133,331 | |
Common stock, no par value. Authorized 15,000,000 shares; issued and outstanding 27,907 shares at November 30, 2003 | | | 41,808 | |
Additional paid-in capital | | | 7,907,060 | |
Accumulated deficit | | | (5,343,145 | ) |
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Total stockholders’ equity | | | 3,739,054 | |
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| | | $ | 37,859,645 | |
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See accompanying notes to consolidated financial statements.
99.2-2
INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
Nine Months Ended November 30, 2003
(Unaudited)
| | | | |
Revenues | | $ | 39,870,346 | |
Cost of revenues | | | 24,965,021 | |
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Gross profit | | | 14,905,325 | |
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Operating expenses: | | | | |
Research and development | | | 6,037,412 | |
Sales and marketing | | | 4,210,928 | |
General and administrative | | | 4,330,473 | |
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Total operating expenses | | | 14,578,814 | |
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Operating income | | | 326,511 | |
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Other income (expense): | | | | |
Rental income | | | 198,436 | |
Interest expense, net | | | (114,067 | ) |
Gain on disposal of assets | | | 19,097 | |
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Income before income taxes | | | 429,977 | |
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Income tax provision | | | 40,000 | |
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Net income | | $ | 389,977 | |
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See accompanying notes to consolidated financial statements.
99.2-3
INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
Nine Months Ended November 30, 2003
(Unaudited)
| | | | |
Cash flows from operating activities: | | | | |
Net income | | $ | 389,977 | |
Adjustments to reconcile net income to net cash used from operating activities: | | | | |
Depreciation and amortization | | | 1,844,741 | |
Gain on disposal of property and equipment | | | (19,097 | ) |
Provision for doubtful accounts | | | (13,447 | ) |
Deferred revenue | | | 342,389 | |
Changes in operating assets and liabilities: | | | | |
Trade receivables | | | (3,584,264 | ) |
Other receivables | | | 109 | |
Inventories | | | (1,953,101 | ) |
Other assets and intangible assets | | | (1,888,944 | ) |
Accounts payable | | | 913,573 | |
Accrued liabilities | | | 3,168,086 | |
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Net cash used by operating activities | | | (799,978 | ) |
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Cash flows from investing activities: | | | | |
Purchases of property and equipment | | | (2,439,915 | ) |
Proceeds from disposal of property and equipment | | | 35,564 | |
Purchase of Applied Technology Division | | | (251,000 | ) |
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Net cash used in investing activities | | | (2,655,351 | ) |
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Cash flows from financing activities: | | | | |
Proceeds from borrowings from notes payable | | | 692,857 | |
Repayments of notes payable | | | (829,862 | ) |
Proceeds from the sale of redeemable convertible preferred stock, net of issuance costs | | | (300 | ) |
Proceeds from issuance of common stock | | | 480 | |
Proceeds from exercise of stock options | | | 23,819 | |
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Net cash used by financing activities | | | (113,006 | ) |
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Net decrease in cash and cash equivalents | | | (3,568,335 | ) |
Cash and cash equivalents, beginning of year | | | 11,167,549 | |
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Cash and cash equivalents, end of year | | $ | 7,599,214 | |
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Supplemental disclosure of non-cash information: | | | | |
Accretion of Series B Preferred Stock | | $ | 525,000 | |
See accompanying notes to consolidated financial statements.
99.2-4
INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
November 30, 2003
(Unaudited)
| (1) | Basis of Presentation and Description of Business |
Indigo Systems Corporation (the Company) was incorporated in the state of California in 1996 for the purpose of designing and manufacturing electro-optic and infrared cameras and components for customers and government contractors throughout the United States of America. Its wholly owned subsidiary, Indigo International Corporation, was created to facilitate foreign sales of the Company’s products and services; this subsidiary was closed in fiscal 2002.
| (2) | Stock-Based Compensation |
In February 1997, the Company implemented the 1997 Incentive Stock Option Plan; in February 2001, the Company implemented the 2001 Incentive Stock Option and Nonqualified Stock Option Plan; and in January 2002, the Company implemented the 2002 Incentive Stock Option Plan (the Plans). These Plans provide for the grant of incentive stock options. Financial Accounting Standards Board Statement No. 123 (SFAS No. 123) encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. SFAS No. 123 allows entities to continue to apply the provisions of Accounting Principles Board (APB) Opinion No. 25,Accounting for Stock Issued to Employees, and provides pro forma disclosure for employee stock option grants as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to apply the provisions of APB Opinion No. 25 as well as Interpretation No. 44,Accounting for Certain Transactions Involving Stock Compensation, and provides the pro forma disclosure provisions of SFAS No. 123 and SFAS No. 148,Accounting for Stock-Based Compensation – Transition and Disclosure.
Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company’s net loss would have been increased to the pro forma amount indicated below:
| | | | |
| | | Nine Months Ended
November 30, 2003
| |
Net income, as reported | | $ | 389,977 | |
Less: compensation expense assuming fair-value methodology of options for all awards granted, net of related tax effects | | | (150,924 | ) |
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Pro forma net income | | $ | 239,053 | |
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The following assumptions were used to calculate compensation cost under the minimum-value method: risk-free interest rate of 6%; no dividend yield; a weighted average expected life of an option of five years; and a nominal volatility level.
INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
November 30, 2003
(Unaudited)
Inventories consist of the following at November 30, 2003:
| | | |
Raw materials | | $ | 3,537,846 |
Work in progress | | | 4,182,350 |
Finished goods | | | 2,644,685 |
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| | | $ | 10,364,881 |
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| (4) | Bank Line of Credit and Notes Payable |
The Company has a revolving line of credit agreement with a bank which expires on September 1, 2004. The agreement provides for borrowings of up to $5,000,000, limited to a borrowing base of eligible accounts receivable and cash balances, and bears interest at the prime rate. As of November 30, 2003, there were no borrowings against the line of credit. Borrowings under the line of credit are secured by substantially all of the Company’s tangible assets.
The Company has an equipment credit facility with a bank which expires on September 1, 2004. This agreement provides for borrowings of up to $5,000,000 for eligible equipment purchases. Each equipment advance made under the facility bears interest at the prime rate in effect at the time of the advance plus 1.25% and is to be repaid in equal monthly installments over four years from the time of the advance. The equipment credit facility is secured by substantially all of the Company’s assets.
The Company’s revolving line of credit and equipment credit facility contained certain financial covenants concerning the Company’s net worth and working capital and financial reporting requirements. The equipment credit facility also contained a covenant requiring the Company to maintain at least $5,500,000 of unrestricted cash with the bank until all related obligations under the facility are repaid.
INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
November 30, 2003
(Unaudited)
Notes payable at November 30, 2003 consist of the following:
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Note payable to bank, bearing interest at 6.00%, secured by certain tangible assets of the Company, payable in monthly principal installments of $87,494 plus interest through October 1, 2006 | | $ | 2,799,485 |
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Note payable to bank, bearing interest at 5.50%, secured by certain tangible assets of the Company, payable in monthly principal installments of $14,564 plus interest through December 1, 2006 | | | 494,010 |
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Note payable to bank, bearing interest at 5.50%, secured by certain tangible assets of the Company, payable in monthly principal installments of $8,691 plus interest through April 1, 2007 | | | 323,736 |
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Note payable to bank, bearing interest at 5.50%, secured by certain tangible assets of the Company, payable in monthly principal installments of $6,326 plus interest through June 1, 2007 | | | 246,030 |
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Note payable to Control Systems Research, Inc. (CSR), bearing interest at 1.75%, secured by the net assets purchased from CSR, payable in quarterly principal installments of $25,000 plus interest through June 1, 2006 | | | 240,912 |
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Note payable to a third party, bearing interest at 2.50%, secured by certain tangible assets of the Company, payable in monthly principal installments of $633 plus interest through April 1, 2010 | | | 44,967 |
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| | | | 4,149,140 |
Less current installments | | | 1,288,900 |
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| | | $ | 2,860,240 |
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INDIGO SYSTEMS CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
November 30, 2003
(Unaudited)
| (5) | Commitments and Contingencies |
In September 2000, the Company entered into a license agreement to acquire the usage of patents and other intellectual information associated with production of infrared cameras. The Company is required to make royalty payments of up to 8.5% of net sales of the licensed products. No royalty payments were made by the Company in the years ended February 28, 2003 and 2002. At November 30, 2003, capitalized license costs were $1,300,000. Under the terms of the agreement, the Company’s minimum future license fee commitment as of November 30, 2003 is as follows:
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2004 | | $ | 800,000 |
2005 | | | 900,000 |
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| | | $ | 1,700,000 |
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The costs of this agreement are capitalized and amortized over using method approximating the percentage of current revenues to total revenues expected to be derived from this technology.
The Company has operating leases primarily for the use of facilities expiring through April 2010. Substantially all operating leases are non-cancelable or cancelable only by the payment of penalties. All lease payments are based on the lapse of time but include, in some cases, payments for insurance, maintenance, and property taxes. There are no purchase options on operating leases at favorable terms, but most leases have one or more renewal options. Certain leases on real property are subject to annual escalations for increases in utilities and property taxes.
| (6) | Purchase of Control Systems Research, Inc. |
On March 14, 2003, the Company entered into an asset purchase and sale agreement with Control Systems Research, Inc. (CSR) to acquire certain assets and liabilities of the Applied Technology Division of CSR for consideration of $251,000 in cash, a promissory note in the amount of $240,912, and 27,352 shares of the Company’s common stock. The promissory note bears interest at the prime rate plus 1.75% per annum and is due in ten quarterly payments of $25,000 plus accrued and unpaid interest. The Company accounted for this transaction using the purchase method. The purchase price has been principally allocated to the acquired technology.
| (7) | Subsequent Event—Acquisition of Indigo Systems Corporation by FLIR Systems, Inc. |
On January 6, 2004, pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of October 21, 2003 by and among FLIR Systems, Inc. (“FLIR”), Indigo Systems Corporation (“Indigo”), Fiji Sub, Inc., and William Parrish, as Shareholders’ Agent, Fiji Sub, Inc. was merged with and into Indigo (the “Merger”). As a result of the Merger, Indigo became a wholly-owned subsidiary of FLIR Systems, Inc.
All outstanding shares of Indigo capital stock and certain warrants outstanding immediately prior to January 6, 2004 were converted into the right to receive cash in an amount equal to $25.3537 per share, or an aggregate of $165,478,000. Each option to purchase Indigo capital stock outstanding immediately prior to January 6, 2004 was assumed by FLIR. 709,945 shares of FLIR common stock are issuable by FLIR upon exercise of the Indigo stock options assumed by FLIR in the Merger.
