Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
Note 1. Basis of Presentation |
Note 1. Basis of Presentation
The accompanying consolidated financial statements of FLIR Systems, Inc. and its consolidated subsidiaries (the Company) are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the Companys consolidated financial position and results of operations for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December31, 2008.
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the year ending December31, 2009.
The Company has performed a review for subsequent events through the date of the filing of these financial statements with the Securities and Exchange Commission on August10, 2009. |
Note 2. Accounting for Convertible Debt |
Note 2. Accounting for Convertible Debt
On January1, 2009, the Company adopted the provisions of the Financial Accounting Standards Board Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 requires that issuers of convertible debt instruments that may be settled in cash should separately account for the liability and equity components in a manner that reflects the entitys nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 was effective for financial statements issued for fiscal years beginning after December15, 2008 with retrospective application required.
In June 2003, the Company issued $210 million of 3.0 percent senior convertible notes due in 2023. The net proceeds from the issuance were approximately $203.9 million. The Company has determined that the expected life of the notes should be seven years since the notes are first redeemable in June 2010. The Company estimates that its nonconvertible borrowing rate for debt with a seven year maturity issued in June 2003 was 6.0 percent. Accordingly, the value of the liability component of the notes at the time of issuance was $174.4 million and value of the equity component was $35.6 million.
The Company has retrospectively applied the provisions of FSP ABP 14-1 to its financial statements beginning in 2003. The retrospective application includes the separation of the liability and equity components of the convertible notes, the reallocation of the $6.1 million of issuance costs between the liability and equity components, an increase in interest expense for periods subsequent to issuance to reflect the estimated nonconvertible borrowing rate, and the related tax effects.
FSP APB 14-1 also requires that when debt is extinguished, a gain or loss is recognized for the difference between the fair value of the liability component and its carrying value. The Companys retrospective application, therefore, also includes the impact of conversions of notes with an aggregate principal amount of $18.6 million prior to January1, 2009.
The carrying amounts of the convertible notes are as follows (in thousands):
June30, 2009 December31, 2008
Liability component:
Principal amount $ 91,549 $ 191,419
Unamortized discount (2,411 ) (7,682 )
Unamortized issuance costs (291 ) (942 )
$ 88,847 $ 182,795
Equity component $ (82,375 ) $ 222
The unamortized discount and issuance costs will be amortized through June 2010. As of June30, 2009, 8.3million shares of the Companys common stock were issuable upon conversion of the remaining notes, valued at $186.1 million as of the closing market price on that day. The $186.1 million is in excess of the principal amount by $94.6 million.
Interest and amortization expense of the convertible notes recognized in the Consolidated Statements of Income are as follows (in thousands):
ThreeMonthsEnded J |
Note 3. Stock-based Compensation |
Note 3. Stock-based Compensation
Stock-based compensation expense and related tax benefit recognized in the Consolidated Statements of Income are as follows (in thousands):
ThreeMonthsEnded June30, Six Months Ended June30,
2009 2008 2009 2008
Cost of goods sold $ 822 $ 652 $ 1,602 $ 1,243
Research and development 1,172 1,204 2,342 2,206
Selling, general and administrative 4,344 3,829 7,573 6,341
Stock-based compensation expense before income taxes 6,338 5,685 11,517 9,790
Income tax benefit (1,946 ) (1,400 ) (3,421 ) (2,455 )
Total stock-based compensation expense after income taxes $ 4,392 $ 4,285 $ 8,096 $ 7,335
Stock-based compensation costs capitalized in inventory are as follows (in thousands):
June30,
2009 2008
Stock-based compensation costs capitalized in inventory $ 806 $ 705
As of June30, 2009, the Company had $44.2 million of total unrecognized stock-based compensation costs, net of estimated forfeitures, to be recognized over a weighted average period of 2.2 years.
The fair value of the stock-based awards, as determined under the Black-Scholes model, granted in the three months and six months ended June30, 2009 and 2008 was estimated with the following weighted-average assumptions:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
Stock Option Awards:
Risk-free interest rate 1.5 % 2.8 % 1.5 % 2.8 %
Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 %
Expected term 4.3years 4.1years 4.3years 4.1years
Expected volatility 46.9 % 40.8 % 46.9 % 40.8 %
Employee Stock Purchase Plan:
Risk-free interest rate 0.3 % 1.7 % 0.3 % 1.7 %
Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 %
Expected term 6months 6months 6months 6months
Expected volatility 60.9 % 50.1 % 60.9 % 50.1 %
The fair value of stock-based compensation awards granted and vested, and the intrinsic value of options exercised during the period were (in thousands, except per share amounts):
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
Stock Option Awards:
Weighted average grant date fair value per share $ 10.01 $ 12.25 $ 10.01 $ 12.25
Total fair value of awards granted $ 10,395 $ 7,175 $ 10,395 $ 7,175
Total fair value of awards vested $ 1,249 $ 854 $ 6,709 $ 8,066
Total intrinsic value of options exercised $ 3,136 $ 49,212 $ 11,171 $ 64,669
Restricted Stock Unit Awards:
Weighted average grant dat |
Note 4. Net Earnings Per Share |
Note 4. Net Earnings Per Share
The following table sets forth the reconciliation of the numerator and denominator utilized in the computation of basic and diluted earnings per share (in thousands):
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(AsAdjusted) (AsAdjusted)
Numerator for earnings per share:
Net earnings, as reported $ 55,653 $ 44,617 $ 109,925 $ 81,137
Interest associated with convertible notes, net of tax 786 1,930 2,795 3,852
Net earnings available to common shareholders diluted $ 56,439 $ 46,547 $ 112,720 $ 84,989
Denominator for earnings per share:
Weighted average number of common shares outstanding 149,948 138,054 146,901 137,523
Assumed exercises of stock options and vesting of restricted shares, net of shares assumed reacquired under the treasury stock method 3,155 5,365 3,409 5,451
Assumed conversion of convertible notes 8,251 18,925 11,731 18,925
Diluted shares outstanding 161,354 162,344 162,041 161,899
The effect of stock options and restricted stock units for the three and six months ended June30, 2009 that aggregated 704,000 shares and 834,000 shares, respectively, has been excluded for purposes of calculating diluted earnings per share since the effect would have been anti-dilutive. For the three and six months ended June30, 2008, no shares of stock underlying outstanding stock options or restricted stock units were excluded from the calculations of diluted earnings per share. |
Note 5. Fair Value of Financial Instruments |
Note 5. Fair Value of Financial Instruments
As of June30, 2009, the Company had $236.3 million of cash equivalents. The Company has categorized its cash and cash equivalents as a Level 1 financial asset, measured at fair value based on quoted prices in active markets of identical assets, in accordance with Statement of Financial Accounting Standards No.157 Fair Value Measurements. The Company does not have any other financial assets or liabilities that are measured at fair value. |
Note 6. Accounts Receivable |
Note 6. Accounts Receivable
Accounts receivable are net of an allowance for doubtful accounts of $2.4 million and $1.3 million at June30, 2009 and December31, 2008, respectively. |
Note 7. Inventories |
Note 7. Inventories
Inventories consist of the following (in thousands):
June30, December31,
2009 2008
Raw material and subassemblies $ 129,007 $ 129,108
Work-in-progress 43,404 40,325
Finished goods 47,271 38,054
$ 219,682 $ 207,487
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Note 8. Property and Equipment |
Note 8. Property and Equipment
Property and equipment are net of accumulated depreciation of $98.9 million and $86.5 million at June30, 2009 and December31, 2008, respectively. |
Note 9. Goodwill |
Note 9. Goodwill
The carrying value of goodwill by reporting segment and the activity for the six months ended June30, 2009 is as follows (in thousands):
Government Systems Thermography Commercial Vision Systems Total
Balance, December31, 2008 $ 12,802 $ 102,313 $ 110,570 $ 225,685
Business acquisitions 1,323 1,323
Other (516 ) (2 ) (518 )
Currency translation adjustments 11 452 (13 ) 450
Balance, June30, 2009 $ 12,813 103,572 110,555 226,940
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Note 10. Intangible Assets |
Note 10. Intangible Assets
Intangible assets are net of accumulated amortization of $46.0 million and $43.5 million at June30, 2009 and December31, 2008, respectively. |
Note 11. Accrued Product Warranties |
Note 11. Accrued Product Warranties
The following table summarizes the Companys warranty liability and activity (in thousands):
ThreeMonthsEnded June30, Six Months Ended June30,
2009 2008 2009 2008
Accrued product warranties, beginning of period $ 7,925 $ 7,807 $ 7,826 $ 6,594
Amounts paid for warranty services (1,418 ) (2,470 ) (4,552 ) (3,999 )
Warranty provisions for products sold 1,437 2,624 4,670 5,366
Other 151 151
Accrued product warranties, end of period $ 8,095 $ 7,961 $ 8,095 $ 7,961
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Note 12. Credit Agreements |
Note 12. Credit Agreements
At June30, 2009, the Company had no borrowings outstanding under its Credit Agreement, dated October6, 2006, with Bank of America, N.A., Union Bank of California, N.A., U.S. Bank National Association and other Lenders, and $12.5 million of letters of credit outstanding, which reduces the total available credit.
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Note 13. Long-Term Debt |
Note 13. Long-Term Debt
Long-term debt consists of the following (in thousands):
June30, 2009 December31, 2008
(AsAdjusted)
Convertible notes $ 91,549 $ 191,419
Issuance cost and discount of the convertible notes (2,702 ) (8,624 )
Other long-term debt 39 30
$ 88,886 $ 182,825
On February5, 2009, the Company commenced an exchange offer for any and all of its outstanding convertible notes. Holders who elected to exchange their notes in this offer and whose notes were accepted for exchange by the Company received 90.1224 shares of the Companys common stock and a cash payment of $20 per $1,000 principal amount of notes. The offer expired on March9, 2009. Notes with an aggregate principal amount of $99.9 million were exchanged pursuant to the exchange offer and were converted into 9.0million shares of the Companys common stock. The Company recognized a gain of $2.2 million from the extinguishment of the notes; the gain and the $2.0 million expense associated with the cash inducement are reported in other expense (income), net. |
Note 14. Shareholders' Equity |
Note 14. Shareholders Equity
The following table summarizes the common stock and additional paid-in capital activity during the six months ended June30, 2009 (in thousands):
Common stock and additional paid-in capital, December31, 2008 (As adjusted) $ 282,849
Income tax benefit of common stock options exercised 4,254
Common stock issued pursuant to stock-based compensation plans, net 4,322
Stock-based compensation expense 11,359
Repurchase of common stock (49,205 )
Conversion of convertible debt 96,435
Capital contribution 165
Common stock and additional paid in capital, June30, 2009 $ 350,179
During the six months ended June30, 2009, the Company repurchased 2,111,700 shares of the Companys common stock under the February 2009 repurchase authorization by the Companys Board of Directors pursuant to which the Company is authorized to repurchase up to 20.0million shares of the Companys outstanding common stock through open market purchases, privately negotiated transactions including accelerated stock repurchase agreements, or in such other manner as will comply with the provisions of the Securities Exchange Act of 1934. The February 2009 repurchase authorization will expire in February 2011. |
Note 15. Comprehensive Earnings |
Note 15. Comprehensive Earnings
The following table sets forth the calculation of comprehensive earnings for the periods indicated (in thousands):
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(AsAdjusted) (AsAdjusted)
Net earnings $ 55,653 $ 44,617 $ 109,925 $ 81,137
Translation adjustment 27,997 1,249 7,140 26,210
Total comprehensive earnings $ 83,650 $ 45,866 $ 117,065 $ 107,347
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Note 16. Contingencies |
Note 16. Contingencies
In June 2007, the Company was named as a nominal defendant in a shareholder derivative action filed in the United States District Court for the District of Oregon: Kathleen Edith Sommers v. Earl R. Lewis, et al. The Sommers complaint alleged that certain stock options granted by the Company were improperly dated, purported to assert claims under various common law theories and under the federal securities laws and alleged the Company is entitled to damages from various individual defendants on a variety of legal theories. On June16, 2008, the court dismissed the complaint, but granted plaintiff leave to amend. On July31, 2008, plaintiff filed an amended complaint asserting materially the same claims. Defendants moved to dismiss the amended complaint on multiple bases. On February12, 2009, the court granted defendants motion to dismiss and on February19, 2009, entered a judgment dismissing the amended complaint with prejudice. This ruling is under review on appeal.
The Company and its subsidiary, Indigo Systems Corporation, (together, the FLIR Parties) were named in a lawsuit filed by Raytheon Company on March2, 2007 in the United States District Court for the Eastern District of Texas. On August11, 2008, Raytheon Company was granted leave to file a second amended complaint.The complaint, as amended, asserts claims for tortious interference, patent infringement, trade secret misappropriation, unfair competition, breach of contract and fraudulent concealment.The FLIR Parties filed an answer to the second amended complaint and counterclaims on September2, 2008, in which they denied all material allegations. The Company intends to vigorously defend itself in this matter and is unable to estimate the amount or range of potential loss, if any, which might result if the outcome in this matter is unfavorable. |
Note 17. Income Taxes |
Note 17. Income Taxes
As of June30, 2009, the Company had approximately $4.2 million of net unrecognized tax benefits of which all $4.2 million would affect the Companys effective tax rate if recognized.
The Company classifies interest and penalties related to uncertain tax positions as income tax expense. As of June30, 2009, the Company had approximately $0.4 million of accrued interest related to uncertain tax positions.
The Company currently has the following tax years open to examination by major taxing jurisdictions:
TaxYears:
US Federal 19982008
State of Oregon 1998 2008
State of Massachusetts 2004 2008
State of California 2003 2008
Sweden 2002 2008
United Kingdom 2005 2008
Germany 2002 2008
France 2005 2008
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Note 18. Operating Segments and Related Information |
Note 18. Operating Segments and Related Information
Operating Segments
Operating segment information is as follows (in thousands):
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
Revenue External Customers:
Government Systems $ 160,359 $ 131,565 $ 322,566 $ 245,261
Thermography 66,777 80,602 130,708 160,138
Commercial Vision Systems 50,842 48,811 96,700 92,485
$ 277,978 $ 260,978 $ 549,974 $ 497,884
Revenue Intersegments:
Government Systems $ 4,729 $ 3,982 $ 11,168 $ 20,502
Thermography 3,061 608 5,357 3,680
Commercial Vision Systems 4,299 4,299 9,884 11,188
Eliminations (12,089 ) (8,889 ) (26,409 ) (35,370 )
$ $ $ $
Earnings from operations:
Government Systems $ 72,412 $ 53,030 $ 145,796 $ 95,589
Thermography 15,374 15,246 31,324 31,098
Commercial Vision Systems 13,273 9,566 24,571 19,380
Other (16,398 ) (13,169 ) (33,664 ) (26,288 )
$ 84,661 $ 64,673 $ 168,027 $ 119,779
June30, 2009 December31, 2008
Segment assets (accounts receivable, net and inventories):
Government Systems $ 267,156 $ 273,821
Thermography 100,038 112,728
Commercial Vision Systems 67,082 60,121
$ 434,276 $ 446,670
Revenue and Long-Lived Assets by Geographic Area
Information related to revenue by significant geographical location, determined by the end customer, is as follows (in thousands):
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
United States $ 163,759 $ 155,310 $ 335,273 $ 304,903
Europe 47,771 69,665 107,726 120,774
Other foreign 66,448 36,003 106,975 72,207
$ 277,978 $ 260,978 $ 549,974 $ 497,884
Long-lived assets by significant geographic locations are as follows (in thousands):
June30, 2009 December31, 2008
United States $ 335,665 $ 318,183
Europe 112,064 105,813
Other foreign 4,220 2,362
$ 451,949 $ 426,358
Major Customers
Revenue derived from major customers is as follows (in thousands):
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
US Government $ 115,273 $ 102,107 $ 238,714 $ 190,363
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Note 19. Business Acquisitions |
Note 19. Business Acquisitions
In April 2009, the Company acquired certain assets from Infrared Korea, Ltd. (Korea), a distributor of infrared camera systems, for $2.0 million in cash. The portion of the $2.0 million purchase price in excess of the assets acquired is reported in intangible assets and goodwill of $0.6 million and $1.3 million, respectively.
In June 2009, the Company acquired the outstanding stock of Salvador Imaging, Inc. (Salvador), a leading provider of high-performance visible and low light imaging systems, for approximately $13.1 million in cash. Allocation of the purchase price to goodwill and identifiable intangible assets is subject to the final determination of the purchase price and the valuation of the assets acquired and liabilities assumed. The excess purchase price of approximately $11.3 million has been reported in Other Assets as of June30, 2009.
The operations of Korea and Salvador are not material to the Companys consolidated financial statements. |
Note 20. Subsequent Event |
Note 20. Subsequent Event
On July2, 2009, senior convertible notes with an aggregate principal amount of $30.1 million were converted into 2.7million shares of the Companys common stock. |