FLIR Systems, Inc.
FLIR SYSTEMS INC (Form: 10-Q, Received: 08/08/2007 14:55:10)
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from              to             

Commission file number 0-21918

 


FLIR Systems, Inc.

(Exact name of Registrant as specified in its charter)

 


 

Oregon   93-0708501

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

27700A SW Parkway Avenue, Wilsonville, Oregon   97070
(Address of principal executive offices)   (Zip Code)

(503) 498-3547

(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   ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer   x     Accelerated filer   ¨     Non-accelerated filer   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ¨     No   x

At July 31, 2007, there were 67,349,809 shares of the Registrant’s common stock, $0.01, par value, outstanding.

 



Table of Contents

INDEX

 

PART I. FINANCIAL INFORMATION

Item 1.

  Financial Statements   
  Consolidated Statements of Income – Three Months and Six Months Ended June 30, 2007 and 2006 (unaudited)    1
  Consolidated Balance Sheets – June 30, 2007 and December 31, 2006 (unaudited)    2
  Consolidated Statements of Cash Flows – Six Months Ended June 30, 2007 and 2006 (unaudited)    3
  Notes to the Consolidated Financial Statements (unaudited)    4

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    15

Item 3.

  Quantitative and Qualitative Disclosures about Market Risk    19

Item 4.

  Controls and Procedures    19
PART II. OTHER INFORMATION

Item 1.

  Legal Proceedings    20

Item 1A.

  Risk Factors    20

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds    20

Item 3.

  Defaults Upon Senior Securities    20

Item 4.

  Submission of Matters to a Vote of Shareholders    20

Item 5.

  Other Information    21

Item 6.

  Exhibits    21
  Signature    22


Table of Contents

PART 1. FINANCIAL INFORMATION

 

Item 1. Financial Statements

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2007     2006     2007     2006  

Revenue

   $ 184,296     $ 138,550     $ 345,659     $ 255,889  

Cost of goods sold

     85,150       64,639       156,691       121,130  
                                

Gross profit

     99,146       73,911       188,968       134,759  

Operating expenses:

        

Research and development

     17,915       15,166       35,931       30,395  

Selling, general and administrative

     40,068       29,696       75,892       56,449  
                                

Total operating expenses

     57,983       44,862       111,823       86,844  

Earnings from operations

     41,163       29,049       77,145       47,915  

Interest expense

     2,564       1,953       5,304       3,877  

Other income, net

     (1,169 )     (2,725 )     (3,578 )     (3,426 )
                                

Earnings before income taxes

     39,768       29,821       75,419       47,464  

Income tax provision

     10,683       8,410       20,070       13,394  
                                

Net earnings

   $ 29,085     $ 21,411     $ 55,349     $ 34,070  
                                

Net earnings per share:

        

Basic

   $ 0.44     $ 0.31     $ 0.83     $ 0.49  
                                

Diluted

   $ 0.38     $ 0.28     $ 0.73     $ 0.45  
                                

Weighted average shares outstanding:

        

Basic

     66,742       69,109       66,394       69,136  
                                

Diluted

     78,913       80,801       78,402       81,001  
                                

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

FLIR SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)

 

     June 30,
2007
  

December 31,

2006

ASSETS      

Current assets:

     

Cash and cash equivalents

   $ 151,624    $ 138,623

Accounts receivable, net

     173,556      167,502

Inventories

     162,951      135,928

Prepaid expenses and other current assets

     44,716      29,155

Deferred income taxes, net

     15,578      15,262
             

Total current assets

     548,425      486,470

Property and equipment, net

     104,148      92,156

Deferred income taxes, net

     1,811      3,687

Income taxes receivable

     1,988      —  

Goodwill

     159,710      159,802

Intangible assets, net

     40,375      40,917

Other assets

     14,583      15,116
             
   $ 871,040    $ 798,148
             
LIABILITIES AND SHAREHOLDERS’ EQUITY      

Current liabilities:

     

Notes payable

   $ 22,000    $ 45,500

Accounts payable

     47,100      40,608

Deferred revenue

     17,446      13,709

Accrued payroll and related liabilities

     28,340      25,831

Accrued product warranties

     5,408      5,174

Advance payments from customers

     8,312      10,064

Other current liabilities

     12,026      12,149

Accrued income taxes

     501      17,331

Current portion of long-term debt

     7      7
             

Total current liabilities

     141,140      170,373

Long-term debt

     207,458      207,024

Deferred tax liability, net

     4,816      2,392

Accrued income taxes

     5,778      —  

Pension and other long-term liabilities

     20,271      19,607

Commitments and contingencies

     

Shareholders’ equity:

     

Preferred stock, $0.01 par value, 10,000 shares authorized; no shares issued at June 30, 2007, and December 31, 2006

     —        —  

Common stock, $0.01 par value, 200,000 shares authorized, 67,257 and 65,835 shares issued at June 30, 2007, and December 31, 2006, respectively, and additional paid-in capital

     162,294      126,090

Retained earnings

     307,671      252,322

Accumulated other comprehensive earnings

     21,612      20,340
             

Total shareholders’ equity

     491,577      398,752
             
   $ 871,040    $ 798,148
             

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

     Six Months Ended
June 30,
 
     2007     2006  

Cash flows from operating activities:

    

Net earnings

   $ 55,349     $ 34,070  

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

     11,966       9,446  

Disposals and write-offs of property and equipment

     (8 )     (115 )

Deferred income taxes

     3,993       (988 )

Stock-based compensation arrangements

     6,931       4,970  

Changes in operating assets and liabilities (excluding effect of acquisitions):

    

(Increase) decrease in accounts receivable

     (5,664 )     20,989  

Increase in inventories

     (26,221 )     (14,570 )

Increase in prepaid expenses and other current assets

     (14,918 )     (2,955 )

(Increase) decrease in other assets

     (1,796 )     203  

Increase in accounts payable

     5,293       336  

Increase in deferred revenue

     3,708       1,229  

Decrease in accrued payroll and other liabilities

     (547 )     (3,394 )

(Decrease) increase in accrued income taxes

     (14,452 )     3,931  

Increase in pension and other long-term liabilities

     6,424       405  
                

Cash provided by operating activities

     30,058       53,557  
                

Cash flows from investing activities:

    

Additions to property and equipment

     (19,695 )     (19,467 )

Proceeds from sale of property and equipment

     66       390  

Business acquisitions, net of cash acquired

     (2,144 )     (99 )

Other investments

     —         (17 )
                

Cash used by investing activities

     (21,773 )     (19,193 )
                

Cash flows from financing activities:

    

Repayments on credit agreement

     (23,500 )     —    

Repayment of capital leases and other long-term debt

     (4 )     (53 )

Repurchase of common stock

     —         (15,419 )

Proceeds from exercise of stock options

     20,532       6,313  

Proceeds from shares issued pursuant to employee stock purchase plan

     1,841       1,704  

Excess tax benefit from stock-based compensation arrangements

     5,170       1,984  
                

Cash provided (used) by financing activities

     4,039       (5,471 )
                

Effect of exchange rate changes on cash

     677       7,371  
                

Net increase in cash and cash equivalents

     13,001       36,264  

Cash and cash equivalents, beginning of period

     138,623       107,057  
                

Cash and cash equivalents, end of period

   $ 151,624     $ 143,321  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 1. Basis of Presentation

The accompanying consolidated financial statements of FLIR Systems, Inc. (the “Company”) are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

The accompanying financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the year ending December 31, 2007.

Certain reclassifications have been made in the accompanying consolidated interim financial statements for 2006 to conform to the 2007 presentation.

Note 2. Stock-based Compensation

The Company has a stock-based compensation program that provides equity incentives for employees, consultants and directors. This program includes incentive and non-statutory stock options and restricted stock unit awards granted under three plans, the FLIR Systems, Inc. 1992 Stock Incentive Plan (the “1992 Plan”), the FLIR Systems, Inc. 1993 Stock Option Plan for Non-Employee Directors (the “1993 Plan”) and the FLIR Systems, Inc. 2002 Stock Incentive Plan (the “2002 Plan”). The Company has discontinued issuing option awards out of the 1992 Plan and the 1993 Plan, but previously granted options under those plans remain outstanding until their exercise or expiration.

Stock options granted are either time-based options with vesting schedules ranging from immediate vesting to vesting over three years, or performance-based options with vesting that is contingent upon meeting certain diluted earnings per share growth targets in three independent tranches over a three year period. Stock options generally expire ten years from the grant date. Restricted stock unit awards are time-based and generally vest over a three year period.

Additionally, the Company has an Employee Stock Purchase Plan (the “ESPP”) which allows employees to purchase shares of the Company’s Stock at 85% of the fair market value at the lower of either the date of enrollment or the purchase date.

Shares issued as a result of stock option exercises, vesting of restricted stock units and ESPP purchases are new shares.

The Company recognizes stock-based compensation in accordance with the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”). The Company uses the Black-Scholes option pricing model to estimate the fair value of all stock option awards on the date of grant. Restricted stock unit awards are valued at the fair market value on the date of grant. The Company recognizes the compensation expense for time-based options and restricted stock unit awards on a straight-line basis over the requisite service period of each award. The compensation expense for each tranche of performance-based options is recognized during the year the related performance criteria are met because each tranche is independent of the others and if the performance criteria in a particular year are not met, the related tranche never vests.

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 2. Stock-based Compensation – (Continued)

 

Stock-based compensation expense and related tax benefit recognized in the Consolidated Statements of Income are as follows (in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2007     2006     2007     2006  

Cost of goods sold

   $ 479     $ 20     $ 952     $ 375  

Research and development

     993       809       1,813       1,409  

Selling, general and administrative

     2,611       2,042       4,166       3,186  
                                

Stock-based compensation expense before income taxes

     4,083       2,871       6,931       4,970  

Income tax benefit

     (878 )     (690 )     (1,409 )     (1,015 )
                                

Total stock-based compensation expense after income taxes

   $ 3,205     $ 2,181     $ 5,522     $ 3,955  
                                

Stock-based compensation costs capitalized in inventory are as follows (in thousands):

 

     June 30,
     2007    2006

Stock-based compensation costs capitalized in inventory

   $ 700    $ 491
             

As of June 30, 2007, the Company had $29,966,000 of total unrecognized stock-based compensation costs, net of estimated forfeitures, to be recognized over a weighted average period of 1.2 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 June 30, 2007 and 2006 was estimated with the following weighted-average assumptions:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2007     2006     2007     2006  

Stock Option Awards:

        

Risk-free interest rate

   4.6 %   4.9 %   4.6 %   4.7 %

Expected dividend yield

   0.0 %   0.0 %   0.0 %   0.0 %

Expected term

   3.6 years     3.5 years     3.6 years     2.6 years  

Expected volatility

   39.1 %   39.9 %   39.1 %   39.9 %

Employee Stock Purchase Plan:

        

Risk-free interest rate

   5.0 %   5.0 %   5.0 %   5.0 %

Expected dividend yield

   0.0 %   0.0 %   0.0 %   0.0 %

Expected term

   6 months     6 months     6 months     6 months  

Expected volatility

   32.8 %   38.3 %   32.8 %   38.3 %

The Company uses the US Treasury (constant maturity) interest rate on the date of grant as the risk-free interest rate and uses historical volatility as the expected volatility. The Company’s determination of expected term is based on an analysis of historical and expected exercise patterns and vesting schedules of option grants.

 

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Table of Contents

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 2. Stock-based Compensation – (Continued)

 

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

June 30,

   Six Months Ended
June 30,
     2007    2006    2007    2006

Stock Option Awards:

           

Weighted average grant date fair value per share

   $ 14.44    $ 8.95    $ 14.40    $ 7.49

Total fair value of awards granted

   $ 5,464    $ 1,526    $ 5,497    $ 9,436

Total fair value of awards vested

   $ 1,020    $ 783    $ 6,820    $ 4,854

Total intrinsic value of options exercised

   $ 23,876    $ 4,707    $ 30,255    $ 8,166

Restricted Stock Unit Awards:

           

Weighted average grant date fair value per share

   $ 41.50    $ 25.02    $ 41.50    $ 25.12

Total fair value of awards granted

   $ 12,953    $ 2,402    $ 12,957    $ 12,474

Total fair value of awards vested

   $ 236    $ —      $ 4,608    $ —  

Employee Stock Purchase Plan:

           

Weighted average grant date fair value per share

   $ 10.81    $ 6.30    $ 10.81    $ 6.30

Total fair value of shares estimated to be issued

   $ 645    $ 571    $ 645    $ 571

The total amount of cash received from the exercise of stock options in the three months ended June 30, 2007 and 2006 was $14,180,000 and $3,869,000 respectively, and the related tax benefit realized from the exercise of the stock options was $5,427,000 and $1,839,000 respectively. The total amount of cash received from the exercise of stock options in the six months ended June 30, 2007 and 2006 was $20,532,000 and $6,313,000 respectively, and the related tax benefit realized from the exercise of the stock options was $7,464,000 and $3,176,000 respectively.

Information with respect to stock option activity is as follows:

 

     Shares     Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Term
  

Aggregate
Intrinsic

Value

(in thousands)

Outstanding at December 31, 2006

   8,412,324     $ 19.82    6.1   

Granted

   381,800     $ 41.41      

Exercised

   (1,284,144 )   $ 16.43      

Forfeited

   (151,373 )   $ 24.63      
                    

Outstanding at June 30, 2007

   7,358,607     $ 21.44    5.8    $ 182,598
                        

Exercisable at June 30, 2007

   5,921,432     $ 19.26    5.1    $ 159,799
                        

Vested and expected to vest at June 30, 2007

   7,286,748     $ 21.35    5.8    $ 181,458
                        

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 2. Stock-based Compensation – (Continued)

 

Information with respect to restricted stock unit activity is as follows:

 

     Shares     Weighted
Average
Grant Date
Fair Value

Outstanding at December 31, 2006

   460,360     $ 25.12

Granted

   312,117     $ 41.50

Vested

   (130,668 )   $ 25.17

Forfeited

   (16,717 )   $ 27.10
            

Outstanding at June 30, 2007

   625,092     $ 33.24
            

There were 69,970 shares issued under the Employee Stock Purchase Plan during the six months ended June 30, 2007. There were 4,467,126 shares available at June 30, 2007 for future issuance under the Employee Stock Purchase Plan.

Note 3. Net Earnings Per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the weighted shares outstanding are increased to include additional shares from the assumed exercise of stock options, if dilutive, and from the assumed conversion of the $210 million convertible notes. The number of additional shares from the assumed exercise of stock options is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period. The conversion of the convertible notes is assumed to have taken place as of the dates that the convertible notes were issued. In addition, net earnings used for purposes of computing diluted earnings per share is net earnings adjusted for interest costs of the convertible notes, net of statutory tax, as if the conversion had taken place as of the dates that the convertible notes were issued.

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
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006

Numerator for earnings per share:

           

Net earnings, as reported

   $ 29,085    $ 21,411    $ 55,349    $ 34,070

Interest associated with convertible notes, net of tax

     1,107      1,094      2,213      2,189
                           

Net earnings available to common shareholders – diluted

   $ 30,192    $ 22,505    $ 57,562    $ 36,259
                           

Denominator for earnings per share:

           

Weighted average number of common shares outstanding

     66,742      69,109      66,394      69,136

Assumed exercises of stock options and vesting of restricted shares, net of shares assumed reacquired under the treasury stock method

     2,708      2,229      2,545      2,402

Assumed conversion of convertible notes

     9,463      9,463      9,463      9,463
                           

Diluted shares outstanding

     78,913      80,801      78,402      81,001
                           

For the three months and six months ended June 30, 2007, there were no shares of stock options excluded. The effect of stock options for the three months and six months ended June 30, 2006 that aggregated 2,507,000 and 2,458,000 shares, respectively, has been excluded for purposes of diluted earnings per share since the effect would have been anti-dilutive.

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Note 4. Accounts Receivable

Accounts receivable are net of an allowance for doubtful accounts of $1.2 million and $1.6 million at June 30, 2007 and December 31, 2006, respectively.

Note 5. Inventories

Inventories consist of the following (in thousands):

 

     June 30,
2007
   December 31,
2006

Raw material and subassemblies

   $ 112,517    $ 85,860

Work-in-progress

     36,506      35,057

Finished goods

     13,928      15,011
             
   $ 162,951    $ 135,928
             

Note 6. Property and Equipment

Property and equipment are net of accumulated depreciation of $69.3 million and $61.7 million at June 30, 2007 and December 31, 2006, respectively.

Note 7. Goodwill

The Company recorded goodwill in connection with its acquisition of AGEMA Infrared Systems AB in 1997, its acquisition of Indigo Systems Corporation in 2004 and its acquisition of Brysen Optical Corporation and Scientific Materials Corporation in 2005. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” the Company reviews its goodwill for impairment annually, or more frequently, if facts and circumstances warrant a review. As of June 30, 2007, the Company has determined that there is no impairment of its recorded goodwill.

Note 8. Intangible Assets

Intangible assets are net of accumulated amortization of $25.9 million and $22.4 million at June 30, 2007 and December 31, 2006, respectively.

Note 9. Accrued Product Warranties

The Company generally provides a one-year warranty on its products. A provision for the estimated future costs of warranty, based upon historical cost and product performance experience, is recorded when revenue is recognized. The following table summarizes the Company’s warranty liability and activity (in thousands):

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
     2007     2006     2007     2006  

Accrued product warranties, beginning of period

   $ 5,262     $ 4,603     $ 5,174     $ 5,059  

Amounts paid for warranty services

     (1,760 )     (2,108 )     (3,420 )     (3,370 )

Warranty provisions for products sold

     1,906       2,788       3,654       3,594  
                                

Accrued product warranties, end of period

   $ 5,408     $ 5,283     $ 5,408     $ 5,283  
                                

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Note 10. Credit Agreements

On October 6, 2006, the Company signed a Credit Agreement (“Credit Agreement”) with Bank of America, N.A., Union Bank of California, N.A., U.S. Bank National Association and other Lenders. The Credit Agreement provides for a $300 million, five-year revolving line of credit. The Company has the right, subject to certain conditions including approval of additional commitments by qualified lenders, to increase the line of credit by an additional $150 million until October 6, 2011. The Credit Agreement includes a $100 million sublimit multicurrency option, permitting the Company and certain designated subsidiaries to borrow in Euro, Kroner, Sterling and other agreed upon currencies. Under the Credit Agreement, borrowings will bear interest based upon the prime lending rate of the Bank of America or Eurodollar rates with a provision for a spread under/over Eurodollar rates based upon the Company’s leverage ratio. At June 30, 2007, the interest rate ranged from 6.11 percent to 8.25 percent. The Credit Agreement contains five financial covenants that require the maintenance of certain leverage ratios, in addition to minimum levels of EBITDA and consolidated net worth, a maximum level of capital expenditures and commencing December 31, 2009 a minimum liquidity of cash and availability under the Credit Agreement. The Credit Agreement is collateralized by substantially all assets of the Company. At June 30, 2007, the Company had $22.0 million outstanding under the Credit Agreement and $5.3 million of letters of credit outstanding, which reduces the total available credit.

The Company, through its Sweden subsidiary, has a 30 million Swedish Kroner (approximately $4.4 million) line of credit at 4.20 percent at June 30, 2007. At June 30, 2007, the Company had no amounts outstanding on this line of credit. The 30 million Swedish Kroner line of credit is secured primarily by accounts receivable and inventories of the Company’s Sweden subsidiary and is subject to automatic renewal on an annual basis.

Note 11. Long-Term Debt

In June 2003, the Company issued $210 million of 3.0% senior convertible notes due 2023 in a private offering pursuant to Rule 144A under the Securities Act of 1933. The net proceeds from the issuance were approximately $203.9 million. Interest is payable semiannually on June 1 and December 1. The holders of the notes may convert all or some of their notes into shares of the Company’s common stock at a conversion rate of 45.0612 shares per $1,000 principal amount of notes prior to the maturity date in certain circumstances. The Company may redeem for cash all or part of the notes on or after June 8, 2010.

Long-term debt consists of the following (in thousands):

 

    

June 30,

2007

    December 31,
2006
 

Convertible notes

   $ 210,000     $ 210,000  

Issuance cost of the convertible notes

     (2,556 )     (2,993 )

Other long-term debt

     14       17  
                
   $ 207,458     $ 207,024  
                

The Company’s convertible notes are eligible for conversion at the option of the note holders. As of June 30, 2007, no note holders have elected to convert their notes into Company stock.

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Note 12. Shareholders’ Equity

The following table summarizes the common stock and additional paid-in capital activity (in thousands):

 

    

Six Months Ended

June 30, 2007

 

Common stock and additional paid-in capital, beginning of period

   $ 126,090  

Income tax benefit of common stock options exercised

     7,464  

Common stock options exercised

     21,098  

Common stock issued pursuant to Employee Stock Purchase Plan

     1,841  

Common stock withheld for employees’ taxes on restricted stock units

     (1,219 )

Stock-based compensation expense

     7,020  
        

Total comprehensive earnings

   $ 162,294  
        

Note 13. Comprehensive Earnings

Comprehensive earnings include changes in cumulative translation adjustments and additional minimum pension liability adjustments, if any, on the Company’s pension plans that are reflected in shareholders’ equity instead of net earnings. The following table sets forth the calculation of comprehensive earnings for the periods indicated (in thousands):

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006

Net earnings

   $ 29,085    $ 21,411    $ 55,349    $ 34,070

Translation adjustment

     4,871      11,558      1,272      15,474
                           

Total comprehensive earnings

   $ 33,956    $ 32,969    $ 56,621    $ 49,544
                           

Translation adjustments represent unrealized gains/losses in the translation of the financial statements of the Company’s subsidiaries. The Company has no intention of liquidating the assets of the foreign subsidiaries in the foreseeable future.

Note 14. Pension Plans

The Company previously offered most of the employees outside the United States participation in a defined benefit pension plan that has been curtailed. In addition, the Company offers a Supplemental Executive Retirement Plan for certain US executive officers of the Company. These plans are more fully described in Note 16 in the “Notes to the Consolidated Financial Statements” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Components of net periodic benefit costs are as follows (in thousands):

 

    

Three Months Ended

June 30,

   Six Months Ended
June 30,
     2007    2006    2007    2006

Service costs

   $ 55    $ 54    $ 110    $ 108

Interest costs

     186      186      370      370

Net amortization and deferral

     72      106      144      214
                           

Net periodic pension costs

   $ 313    $ 346    $ 624    $ 692
                           

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Note 15. Contingencies

The Company has been named as a nominal defendant in four shareholder derivatives actions filed in December 2006 and in January 2007 in the United States District Court for the District of Oregon: The Edward J. Goodman Life Income Trust v. Earl R. Lewis, et al.; Chris Larson v. Earl R. Lewis, et al.; Glenn Hutton v. Earl R. Lewis, et al.; and Paul Zetlmaier v. Earl R. Lewis, et al. The court consolidated the cases into one action for all purposes in May 2007, and plaintiffs filed a consolidated complaint in June 2007. The consolidated complaint, which alleges that certain stock options granted by the Company were dated improperly, purports to assert claims under various common law theories and under the federal securities law and alleges the Company is entitled to damages from various individual defendants on a variety of legal theories. The Company has moved to dismiss the consolidated complaint on the grounds that plaintiffs lack standing to assert the claims described above. That motion is pending. The Company may be liable for the costs of defending the claims against the individuals being sued, under the Company’s Articles of Incorporation, as amended. As of June 30, 2007, the Company believes such defense costs will not be material.

The Company and its subsidiary Indigo Systems Corporation (collectively, “the FLIR Parties”) have been named in a lawsuit filed by Raytheon Company on March 2, 2007 in the Eastern District of Texas. The complaint asserts claims for tortious interference, patent infringement, trade secret misappropriation, and unfair competition. The FLIR Parties filed an amended answer and counterclaims on or about June 22, 2007, in which they denied all material allegations. As of June 30, 2007, 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 the matter is unfavorable.

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company believes it has recorded adequate provisions for any probable and estimable losses.

Note 16. Income Taxes

The income tax provision for the three months ended June 30, 2007 was $10.7 million. The income tax provision for the six months ended June 30, 2007 was $20.1 million.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109” (“FIN 48”). This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in the company’s financial statements. FIN 48 prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. Effective January 1, 2007, the Company has adopted the provisions of FIN 48 and there were no material adjustments in the liability for unrecognized income tax benefits upon adoption.

As of June 30, 2007, the Company had approximately $3.6 million of net unrecognized tax benefits of which $3.4 million, net of federal tax benefit on state issues, would affect the Company’s effective tax rate if recognized. The difference between the total amount of unrecognized tax benefits and the amount that would impact the effective tax rate consists of items that are equity related.

The Company has been notified by the Internal Revenue Service that the 2004 and 2005 federal tax filings will be audited. The Company currently does not expect the completion of the audit to occur within 12 months and therefore does not expect that the amounts of unrecognized tax benefits will change significantly within the next twelve months.

The Company classifies interest and penalties related to uncertain tax positions in income tax expense. As of June 30, 2007, the Company had $125,000 of accrued interest related to uncertain tax positions.

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 16. Income Taxes – (Continued)

 

The Company currently has the following tax years open to examination by major taxing jurisdictions:

 

         

Tax Years:

    
   US Federal    1999 – 2006   
   State of Oregon    1999 – 2006   
   State of Massachusetts    2002 – 2006   
   State of California    2003 – 2006   
   Sweden    1998 – 2006   
   United Kingdom    2005 – 2006   
   Germany    2002 – 2006   

Note 17. Operating Segments and Related Information

Operating Segments

The Company has determined its operating segments to be the Thermography, Government Systems and Commercial Vision Systems market segments.

The Thermography segment addresses a broad range of commercial and industrial applications utilizing infrared cameras to provide precise temperature measurement or other analytic information. Examples of markets served include predictive and preventive maintenance; process control; building inspection; electrical inspection; research and development; scientific analysis and gas detection.

The Government Systems and Commercial Vision Systems markets are both comprised of applications focused on providing enhanced vision capabilities utilizing infrared energy and in the case of many Government System products additional sensor technologies such as visible cameras, low light cameras and lasers.

The Government Systems segment addresses mainly government markets such as military, paramilitary, homeland security and other program driven markets both within the United States and internationally. Most products contain multiple sensors and are deployed on airborne, maritime, land-based and man-portable platforms. Applications include search and rescue; force protection; surveillance; drug interdiction; maritime patrol and targeting.

The Commercial Vision Systems segment addresses mainly commercial markets including OEM camera modules, perimeter security, firefighting, marine, automotive, airborne and other transportation. These markets are characterized by rapidly growing volumes driven by declining costs for uncooled infrared technology.

The accounting policies of each of the segments are the same. The Company evaluates performance based upon revenue and earnings from operations. On a consolidated basis, this amount represents earnings from operations as represented in the Consolidated Statements of Income. Other consists of corporate expenses and certain other operating expenses not allocated to the operating segments for management reporting purposes.

Accounts receivable and inventories for operating segments are regularly reviewed by management and are reported below as segment assets. All remaining assets, liabilities, capital expenditures and depreciation are managed on a Company-wide basis.

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 17. Operating Segments and Related Information—(Continued)

Operating Segments—(Continued)

 

Operating segment information is as follows (in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2007     2006     2007     2006  

Revenue – External Customers:

        

Thermography

   $ 57,408     $ 51,774     $ 111,389     $ 97,213  

Government Systems

     89,977       62,012       171,164       115,406  

Commercial Vision Systems

     36,912       24,764       63,106       43,270  
                                
   $ 184,296     $ 138,550     $ 345,659     $ 255,889  
                                

Revenue – Intersegments:

        

Thermography

   $ —       $ —       $ —       $ —    

Government Systems

     4,869       4,424       9,369       6,452  

Commercial Vision Systems

     5,854       5,526       11,923       11,535  

Eliminations

     (10,723 )     (9,950 )     (21,292 )     (17,987 )
                                
   $ —       $ —       $ —       $ —    
                                

Earnings from operations:

        

Thermography

   $ 14,081     $ 15,456     $ 28,543     $ 27,357  

Government Systems

     28,447       15,160       54,716       24,692  

Commercial Vision Systems

     8,852       4,047       13,676       6,266  

Other

     (10,217 )     (5,614 )     (19,790 )     (10,400 )
                                
   $ 41,163     $ 29,049     $ 77,145     $ 47,915  
                                

 

    

June 30,

2007

   December 31,
2006

Segment assets (accounts receivable, net and inventories):

     

Thermography

   $ 90,156    $ 90,968

Government Systems

     190,735      169,413

Commercial Vision Systems

     55,616      43,049
             
   $ 336,507    $ 303,430
             

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
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006

United States

   $ 116,212    $ 71,145    $ 210,257    $ 132,311

Europe

     42,699      44,753      84,688      79,116

Other foreign

     25,385      22,652      50,714      44,462
                           
   $ 184,296    $ 138,550    $ 345,659    $ 255,889
                           

 

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FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 17. Operating Segments and Related Information—(Continued)

Revenue and Long-Lived Assets by Geographic Area – (Continued)

 

Long-lived assets are primarily comprised of net property and equipment and net identifiable intangible assets and goodwill. Long-lived assets by significant geographic locations are as follows (in thousands):

 

     June 30,
2007
   December 31,
2006

United States

   $ 273,269    $ 268,313

Europe

     45,547      39,678
             
   $ 318,816    $ 307,991
             

Major Customers

Revenue derived from major customers is as follows (in thousands):

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006

US Government

   $ 72,988    $ 43,848    $ 132,812    $ 76,613
                           

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of FLIR Systems, Inc. and its consolidated subsidiaries (“FLIR” or the “Company”) that are based on current expectations, estimates and projections about the Company’s business, management’s beliefs, and assumptions made by FLIR’s 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 other Securities and Exchange Commission filings and reports, including the Annual Report on Form 10-K for the year ended December 31, 2006. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date on which they were made and FLIR 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 updates or corrects one or more forward-looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect to other forward-looking statements.

Results of Operations

Revenue. Revenue for the three months ended June 30, 2007 increased by 33.0 percent, from $138.6 million in the second quarter of 2006 to $184.3 million in the second quarter of 2007. Revenue for the six months ended June 30, 2007 increased 35.1 percent, from $255.9 million in the first six months of 2006 to $345.7 million in the first six months of 2007.

Thermography revenue increased $5.6 million, or 10.9 percent, from $51.8 million in the second quarter of 2006 to $57.4 million in the second quarter of 2007. Thermography revenue for the six months ended June 30, 2007 increased $14.2 million, or 14.6 percent, from $97.2 million in the first six months of 2006 to $111.4 million in the first six months of 2007. The increase in Thermography revenue was primarily due to increased unit sales in our InfraCAM ® , P-series™, GasFindIR ® and high-end R&D product lines, offset by a decrease in unit sales in our E-Series ® product line partially due to anticipation of an upcoming product introduction.

Government Systems revenue increased $28.0 million, or 45.1 percent, from $62.0 million in the second quarter of 2006 to $90.0 million in the second quarter of 2007. Government Systems revenue for the six months ended June 30, 2007 increased $55.8 million, or 48.3 percent, from $115.4 million in the first six months of 2006 to $171.2 million in the first six months of 2007. The increase in Government Systems revenue in the second quarter and the first six months of 2007 compared to the same periods in 2006 was primarily due to an increase in unit sales across all product lines.

Commercial Vision Systems revenue increased $12.1 million, or 49.1 percent, from $24.8 million in the second quarter of 2006 to $36.9 million in the second quarter of 2007. Commercial Vision Systems revenue for the six months ended June 30, 2007 increased $19.8 million, or 45.8 percent, from $43.3 million in the first six months of 2006 to $63.1 million in the first six months of 2007. The increase in Commercial Vision Systems revenue in the second quarter and first six months of 2007 compared to the same periods in 2006 was also due to increased unit sales across all product lines of the segment.

The timing of deliveries against large contracts, especially for our Government Systems and Commercial Vision Systems products, can give rise to quarter-to-quarter and year-over-year fluctuations in the mix of revenue. Consequently, year-over-year comparisons for any given quarter may not be indicative of comparisons using longer time periods. While we currently expect an overall increase in total annual revenue for 2007 of between 27 percent and 30 percent, the mix of revenue between our three business segments and within certain product categories in our business segments will vary from quarter to quarter.

 

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As a percentage of revenue, international sales were 36.9 percent and 48.7 percent for the quarters ended June 30, 2007 and 2006, respectively, and 39.2 percent and 48.3 percent for the six months ended June 30, 2007 and 2006, respectively. While the percentage of revenue from international sales will continue to fluctuate from quarter to quarter, partially 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.

At June 30, 2007, we had an order backlog of $311 million. Backlog in the Thermography, Government Systems, and Commercial Vision Systems divisions was $11 million, $245 million and $54 million, respectively, Backlog is defined as orders received for products or services for which a sales agreement is in place and delivery is expected within twelve months.

Gross profit. Gross profit for the quarter ended June 30, 2007 was $99.1 million compared to $73.9 million for the same quarter last year. Gross profit for the six months ended June 30, 2007 was $189.0 million compared to $134.8 million for the same period of 2006. As a percentage of revenue, gross profit increased from 53.3 percent in the second quarter of 2006 to 53.8 percent in the second quarter of 2007, and from 52.7 percent in the first six months of 2006 to 54.7 percent in the first six months of 2007. The increase in gross profit as a percentage of revenue was primarily due to cost efficiencies realized by increased volumes in our Government Systems and Commercial Vision Systems manufacturing facilities.

Research and development expenses. Research and development expenses for the second quarter of 2007 totaled $17.9 million, compared to $15.2 million in the second quarter of 2006. Research and development expenses for the first six months of 2007 and 2006 were $35.9 million and $30.4 million, respectively. The increase in research and development expenses was due to the continued investment in new product development in all business segments to enable future growth. As a percentage of revenue, research and development expenses were 9.7 percent and 10.9 percent for the three months ended June 30, 2007 and 2006, respectively, and 10.4 percent and 11.9 percent for the first six months of 2007 and 2006, respectively.

Selling, general and administrative expenses. Selling, general and administrative expenses were $40.1 million for the quarter ended June 30, 2007, compared to $29.7 million for the quarter ended June 30, 2006. Selling, general and administrative expenses for the first six months of 2007 and 2006 were $75.9 million and $56.4 million, respectively. The increases in selling, general and administrative expenses were due to the continued growth in the business, including costs associated with new product launches and increased performance incentive and stock-based compensation costs, as well as legal and accounting costs related to the investigation of our historical stock option practices, derivative lawsuits and other legal matters. Selling, general and administrative expenses as a percentage of revenue were 21.7 percent and 21.4 percent for the quarters ended June 30, 2007 and 2006, respectively, and 22.0 percent and 22.1 percent for the first six months of 2007 and 2006, respectively.

Interest expense. Interest expense for the second quarter and first six months of 2007 was $2.6 million and $5.3 million, respectively, compared to $2.0 million and $3.9 million for the same periods of 2006. Interest expense is primarily attributable to the accrual of interest on the convertible notes that were issued in June 2003 and the amortization of costs related to the issuance of the notes. The increase in interest expense year over year relates to credit line borrowings to fund repurchases of shares of our common stock during the third quarter of 2006.

Other income/expense. For the quarter and six months ended June 30, 2007, we recorded other income of $1.2 million and $3.6 million, respectively, compared to other income of $2.7 million and $3.4 million for the same periods of 2006. The other income in 2007 consists primarily of interest income earned on short-term investments.

Income taxes. The income tax provision of $10.7 million for the three months ended June 30, 2007, represents a tax rate of 26.6 percent for the six months ended June 30, 2007. We expect the annual effective tax rate for the full year of 2007, to be approximately 27 percent to 29 percent. The effective tax rate is lower than the US Federal tax rate of 35 percent because of lower foreign tax rates, the effect of the current foreign tax credits and other federal and state tax credits.

 

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Liquidity and Capital Resources

At June 30, 2007, we had cash and cash equivalents on hand of $151.6 million compared to $138.6 million at December 31, 2006. The increase in cash and cash equivalents was primarily due to cash provided from operations and proceeds from the exercise of stock options partially offset by the repayments of borrowings under our credit line and capital expenditures.

Accounts receivable increased from $167.5 million at December 31, 2006 to $173.6 million at June 30, 2007. The increase was primarily attributable to the timing of shipments at the end of the quarter and the timing of collections on certain accounts.

At June 30, 2007, we had inventories of $163.0 million compared to $135.9 million at December 31, 2006. The increase was primarily due to an increase in purchases of inventories for new product introductions and business growth, including the anticipated shipments for the remainder of 2007.

Prepaid expenses and other current assets increased from $29.2 million at December 31, 2006 to $44.7 million at June 30, 2007. The increase is primarily due to estimated tax payments for 2007 made to both federal and foreign jurisdictions.

Cash used in investing activities, principally related to capital expenditures, totaled $21.8 million and $19.2 million for the six months ended June 30, 2007 and 2006, respectively. Capital expenditures during the first six months of 2007 include equipment and building improvements in Portland, Sweden and Santa Barbara. Capital expenditures during the first six months of 2006 include the purchase and installation of new production equipment in Sweden and building expansion and improvements in Boston, Portland and Sweden and capitalization of software.

Accounts payable increased from $40.6 million at December 31, 2006 to $47.1 million at June 30, 2007. The increase primarily relates to the increase in inventories.

The current portion of accrued income taxes decreased from $17.3 million at December 31, 2006 to $501,000 at June 30, 2007. The decrease is primarily due to payments made to both federal and foreign jurisdictions for tax obligations related to 2006 and prior years.

On October 6, 2006, we signed a Credit Agreement (“Credit Agreement”) with Bank of America, N.A., Union Bank of California, N.A., U.S. Bank National Association and other Lenders. This Credit Agreement replaces our previous credit agreement dated April 28, 2004. The Credit Agreement provides for a $300 million, five-year revolving line of credit. We have the right, subject to certain conditions including approval of additional commitments by qualified lenders, to increase the line of credit by an additional $150 million until October 6, 2011. The Credit Agreement includes a $100 million sublimit multicurrency option, permitting us and certain of our designated subsidiaries to borrow in Euro, Kroner, Sterling and other agreed upon currencies. Under the Credit Agreement, borrowings will bear interest based upon the prime lending rate of the Bank of America or Eurodollar rates with a provision for a spread under/over Eurodollar rates based upon the Company’s leverage ratio. At June 30, 2007, the interest rate ranged from 6.11 percent to 8.25 percent. The Credit Agreement contains five financial covenants that require the maintenance of certain leverage ratios, in addition to minimum levels of EBITDA and consolidated net worth, a maximum level of capital expenditures and commencing December 31, 2009 a minimum liquidity of cash and availability under the Credit Agreement. The Credit Agreement is collateralized by substantially all assets of the Company. At June 30, 2007, we had $22.0 million outstanding under the Credit Agreement and were in compliance with all the financial covenants. In addition, we had $5.3 million of letters of credit outstanding under the Credit Agreement at June 30, 2007, which reduces the total available credit.

Our Sweden subsidiary has a 30 million Swedish Kroner (approximately $4.4 million) line of credit at 4.20 percent at June 30, 2007. At June 30, 2007, the Company had no amounts outstanding on this line of credit. The 30 million Swedish Kroner line of credit is secured primarily by accounts receivable and inventories of the Sweden subsidiary and is subject to automatic renewal on an annual basis.

 

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In June 2003, we issued $210 million of 3.0% senior convertible notes due 2023 in a private offering pursuant to Rule 144A under the Securities Act of 1933. The net proceeds from the issuance were approximately $203.9 million. Interest is payable semiannually on June 1 and December 1 of each year. The holders of the notes may convert all or some of their notes into shares of our common stock at a conversion rate of 45.0612 shares per $1,000 principal amount of notes prior to the maturity date in certain circumstances. We may redeem for cash all or part of the notes on or after June 8, 2010.

The convertible notes are eligible for conversion at the option of the note holders. As of June 30, 2007, no note holders have elected to convert their notes into our common stock. We do not anticipate any conversions before 2010.

We believe that our existing cash combined with the cash we anticipate to generate from operating activities and our available credit facilities and financing available from other sources will be sufficient to meet our cash requirements for the foreseeable future. We do not have any significant capital commitments for the coming year nor are we aware of any significant events or conditions that are likely to have a material impact on our liquidity.

New Accounting Pronouncements

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109” (“FIN 48”). This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in the company’s financial statements. FIN 48 prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. Effective January 1, 2007, the Company has adopted the provisions of FIN 48 and there were no material adjustments in the liability for unrecognized income tax benefits.

In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Accordingly, the Company will adopt SFAS 157 and the Company is currently assessing the impact SFAS 157 will have on the financial statements.

In February 2007, FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). This Statement permits the option to choose to measure many financial instruments and certain other items at fair value, to improve financial reporting by providing the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Accordingly, the Company will adopt SFAS 159 and the Company is currently assessing the impact SFAS 159 will have on the financial statements.

Critical Accounting Policies and Estimates

The Company reaffirms the critical accounting policies and our use of estimates as reported in our Form 10-K for the year ended December 31, 2006. As described in Note 2 to the Consolidated Financial Statements, the determination of fair value for stock-based compensation awards requires the use of management’s estimates and judgments.

Contractual Obligations

Other than the $22.0 million outstanding on the Credit Agreement as of June 30, 2007, there have been no significant changes to our contractual obligations since December 31, 2006.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in the Company’s reported market risk since the filing of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 16, 2007.

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2007, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting or in other factors that could significantly affect these controls including any corrective actions with regard to significant deficiencies and material weaknesses during the period covered by this report.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. In accordance with Statement of Financial Accounting Standards No. 5 “Accounting for Contingencies,” the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes it has recorded adequate provisions for any probable and estimable losses.

 

Item 1A. Risk Factors

There has been no material change in the Company’s reported risk factors since the filing of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 16, 2007.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Authorizations by our Board of Directors for the repurchase of shares of our outstanding common stock in the open market are as follows:

 

Authorization Date

   Expiration Date   

Shares

Authorized

February 2007

   February 2009    6.0 million

All share repurchases are subject to applicable securities law, and are at times and in amounts as management deems appropriate.

There were no repurchases of our common stock during the three months ended June 30, 2007.

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Submission of Matters to a Vote of Shareholders

The Company’s annual meeting of shareholders was held on April 27, 2007, at which the following persons were elected to the Board of Directors by a vote of shareholders, by the votes and for the terms indicated:

 

     Vote     

Director

   For    Withheld
Authority
  

Term

Ending

John D. Carter

   56,014,308    7,148,306    2010

Michael T. Smith

   62,731,168    431,446    2010

The adoption of the 2007 Executive Bonus Plan for the executive officers was approved by a vote of shareholders, by the following votes:

 

        For    Against    Abstain   

Broker

Non-votes

    51,972,068    4,395,049    798,516    5,996,981

 

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In addition, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007 was approved by the following votes:

 

For

 

Against

 

Abstain

63,043,851   79,996   38,767

 

Item 5. Other Information

None.

 

Item 6. Exhibits

 

Number

  

Description

10.1

   Form of Stock Option Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 1, 2007).

10.2

   Form of Deferred Stock Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 1, 2007).

31.1

   Principal Executive Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302.

31.2

   Principal Financial Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302.

32.1

   Principal Executive Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 906.

32.2

   Principal Financial Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 906.

 

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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 August 8, 2007  

/s/ S TEPHEN M. B AILEY

  Stephen M. Bailey
  Sr. Vice President, Finance and Chief Financial Officer
  (Principal Accounting and Financial Officer and Duly Authorized Officer)

 

22

Exhibit 31.1

I, Earl R. Lewis, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of FLIR Systems, Inc.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control of financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date August 8, 2007  

/s/ E ARL R. L EWIS

  Earl R. Lewis
  President and Chief Executive Officer

Exhibit 31.2

I, Stephen M. Bailey, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of FLIR Systems, Inc.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control of financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date August 8, 2007  

/s/ S TEPHEN M. B AILEY

  Stephen M. Bailey
  Sr. Vice President, Finance and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FLIR Systems, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Earl R. Lewis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date August 8, 2007  

/s/ E ARL R. L EWIS

  Earl R. Lewis
  President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FLIR Systems, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Bailey, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date August 8, 2007  

/s/ S TEPHEN M. B AILEY

  Stephen M. Bailey
  Chief Financial Officer