FLIR Systems, Inc.
FLIR SYSTEMS INC (Form: 10-Q, Received: 05/06/2015 14:10:26)


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 March 31, 2015
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.)
 
 
 
27700 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 check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes   x     No   ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer
   x
 
Accelerated filer
   ¨
Non-accelerated filer
   ¨
 
Smaller reporting company
   ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x
At April 30, 2015 , there were 140,124,557 shares of the Registrant’s common stock, $0.01 par value, outstanding.





INDEX
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 




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
March 31,
 
2015
 
2014
 
 
 
 
Revenue
$
344,517

 
$
351,542

Cost of goods sold
168,620

 
183,010

Gross profit
175,897

 
168,532

Operating expenses:
 
 
 
Research and development
34,694

 
36,326

Selling, general and administrative
75,135

 
81,942

Restructuring expenses
314

 
7,813

Total operating expenses
110,143

 
126,081

 
 
 
 
Earnings from operations
65,754

 
42,451

 
 
 
 
Interest expense
3,661

 
3,708

Interest income
(247
)
 
(264
)
Other income, net
(700
)
 
(198
)
Earnings before income taxes
63,040

 
39,205

Income tax provision
15,130

 
9,311

Net earnings
$
47,910

 
$
29,894

 
 
 
 
Earnings per share:
 
 
 
Basic
$
0.34

 
$
0.21

Diluted
$
0.34

 
$
0.21

 
 
 
 
Weighted average shares outstanding:
 
 
 
Basic
139,768

 
140,932

Diluted
141,472

 
143,828





The accompanying notes are an integral part of these consolidated financial statements.
1



FLIR SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
(Unaudited)
 
 
Three Months Ended
March 31,
 
2015
 
2014
 
 
 
 
Net earnings
$
47,910

 
$
29,894

Other comprehensive loss, net of tax:
 
 
 
Cash flow hedges
(604
)
 
(226
)
Foreign currency translation adjustments
(65,964
)
 
(1,912
)
    Total other comprehensive loss
(66,568
)
 
(2,138
)
Comprehensive (loss) income
$
(18,658
)
 
$
27,756

























The accompanying notes are an integral part of these consolidated financial statements.
2



FLIR SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
 
 
March 31,
2015
 
December 31, 2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
547,780

 
$
531,374

Accounts receivable, net
311,787

 
354,658

Inventories
340,300

 
320,605

Prepaid expenses and other current assets
83,165

 
93,691

Deferred income taxes, net
38,394

 
38,873

Total current assets
1,321,426

 
1,339,201

Property and equipment, net
249,002

 
247,094

Deferred income taxes, net
20,278

 
19,941

Goodwill
536,780

 
553,335

Intangible assets, net
125,818

 
133,212

Other assets
59,054

 
61,240

    Total assets
$
2,312,358

 
$
2,354,023

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
106,120

 
$
98,173

Deferred revenue
27,439

 
27,878

Accrued payroll and related liabilities
48,478

 
62,065

Accrued product warranties
13,199

 
13,538

Advance payments from customers
30,746

 
28,276

Accrued expenses
48,050

 
51,810

Accrued income taxes
2,298

 
4,586

Other current liabilities
3,212

 
8,231

Current portion, long term debt
15,000

 
15,000

Total current liabilities
294,542

 
309,557

Long-term debt
354,351

 
357,986

Deferred income taxes
13,486

 
13,905

Accrued income taxes
11,242

 
11,096

Other long-term liabilities
52,919

 
51,706

Commitments and contingencies

 

Shareholders’ equity:
 
 
 
Preferred stock, $0.01 par value, 10,000 shares authorized; no shares issued at March 31, 2015, and December 31, 2014

 

Common stock, $0.01 par value, 500,000 shares authorized, 139,891 and 139,579 shares issued at March 31, 2015, and December 31, 2014, respectively, and additional paid-in capital
11,476

 
1,396

Retained earnings
1,704,319

 
1,671,786

Accumulated other comprehensive loss
(129,977
)
 
(63,409
)
Total shareholders’ equity
1,585,818

 
1,609,773

    Total liabilities and shareholders' equity
$
2,312,358

 
$
2,354,023



The accompanying notes are an integral part of these consolidated financial statements.
3



FLIR SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Three Months Ended March 31,
 
2015
 
2014
CASH PROVIDED BY OPERATING ACTIVITIES:
 
 
 
Net earnings
$
47,910

 
$
29,894

Income items not affecting cash:
 
 
 
Depreciation and amortization
12,489

 
16,470

Deferred income taxes
96

 
1,507

Stock-based compensation arrangements
4,757

 
8,756

Other non-cash items
(3,303
)
 
(1,490
)
Changes in operating assets and liabilities:
 
 
 
Decrease in accounts receivable, net
35,621

 
15,452

(Increase) decrease in inventories
(27,000
)
 
5,424

Decrease in prepaid expenses and other current assets
4,966

 
422

Decrease (increase) in other assets
364

 
(10,729
)
Increase in accounts payable
9,808

 
6,527

Increase (decrease) in deferred revenue
11

 
(4,431
)
Decrease in accrued payroll and other current liabilities
(14,538
)
 
(8,020
)
Increase (decrease) in accrued income taxes
1,802

 
(1,097
)
Increase in other long-term liabilities
1,944

 
1,140

Cash provided by operating activities
74,927

 
59,825

CASH USED BY INVESTING ACTIVITIES:
 
 
 
Additions to property and equipment, net
(13,139
)
 
(9,590
)
Cash used by investing activities
(13,139
)
 
(9,590
)
CASH USED BY FINANCING ACTIVITIES:
 
 
 
Repayments of long term debt, net
(3,750
)
 
(3,750
)
Repurchase of common stock

 
(1,766
)
Dividends paid
(15,377
)
 
(14,085
)
Proceeds from shares issued pursuant to stock-based compensation plans
4,414

 
8,876

Excess tax benefit of stock options exercised
779

 
2,698

Other financing activities
(7
)
 
252

Cash used by financing activities
(13,941
)
 
(7,775
)
Effect of exchange rate changes on cash
(31,441
)
 
(841
)
Net increase in cash and cash equivalents
16,406

 
41,619

Cash and cash equivalents, beginning of period
531,374

 
542,476

Cash and cash equivalents, end of period
$
547,780

 
$
584,095








The accompanying notes are an integral part of these consolidated financial statements.
4


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



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 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 Company’s 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 fiscal year ended December 31, 2014 .
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant 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, 2015 .


Note 2.
Stock-based Compensation

Stock Incentive Plans

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 nonvested stock awards (referred to as restricted stock unit awards) administered by the Compensation Committee of the Board of Directors.

Under the stock-based compensation program, the Company has granted time-based options, performance-based options, time-based restricted stock unit awards, performance-based restricted stock unit awards and market-based restricted stock unit awards. The vesting of performance-based options and restricted stock unit awards is contingent upon the Company meeting certain diluted earnings per share growth targets and occurs primarily in three independent tranches over a three year period. The vesting of each tranche is not dependent on the other tranches. Options generally expire ten years from their grant dates. Time-based options and restricted stock unit awards generally vest over a three year period. Market-based restricted stock unit awards may be earned based upon the Company's total shareholder return compared to the total shareholder return of the S&P 500 Index over a three year period.

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan (the “ESPP”) which allows employees to purchase shares of the Company’s common stock at 85 percent of the lower of the fair market value at the date of enrollment or the fair market value at the purchase date. The ESPP provides for six-month offerings commencing on May 1 and November 1 of each year with purchases on April 30 and October 31 of each year. Shares purchased under the ESPP must be held by the purchasing plan participant for a period of at least 18 months after the date of purchase.


5


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 2.
Stock-based Compensation - (Continued)

Stock-based Compensation Expense
Stock-based compensation expense recognized in the Consolidated Statements of Income are as follows (in thousands):
 
 
Three Months Ended
March 31,
 
2015
 
2014
Cost of goods sold
$
718

 
$
653

Research and development
1,140

 
1,199

Selling, general and administrative
2,899

 
4,309

Restructuring expenses

 
2,595

Stock-based compensation expense
$
4,757

 
$
8,756

Stock-based compensation costs capitalized in inventory are as follows (in thousands):
 
 
March 31,
 
2015
 
2014
Capitalized in inventory
$
782

 
$
729

As of March 31, 2015 , the Company had $27.6 million of total unrecognized stock-based compensation costs, net of estimated forfeitures, to be recognized over a weighted average period of 1.7 years.  


Note 3.
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
March 31,
 
2015
 
2014
Numerator for earnings per share:
 
 
 
Net earnings for basic and diluted earnings per share
$
47,910

 
$
29,894

 
 
 
 
Denominator for earnings per share:
 
 
 
Weighted average number of common shares outstanding
139,768

 
140,932

Assumed exercises of stock options and vesting of restricted stock awards, net of shares assumed reacquired under the treasury stock method
1,704

 
2,896

Weighted average diluted shares outstanding
141,472

 
143,828


For the three months ended March 31, 2015 and 2014 , stock-based compensation awards which aggregated 248,000 and 100,000 shares, respectively, have been excluded for purposes of calculating diluted earnings per share since their inclusion would have had an anti-dilutive effect.



6


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 4.
Fair Value of Financial Instruments
Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”:
Level 1 – quoted prices in active markets for identical securities as of the reporting date;
Level 2 – other significant directly or indirectly observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds and credit risk; and
Level 3 – significant inputs that are generally less observable than objective sources, including our own assumptions in determining fair value.
The factors and methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The Company had $29.9 million and $29.8 million of cash equivalents at March 31, 2015 and December 31, 2014 , respectively, which were primarily investments in money market funds. The Company has categorized its cash equivalents as a Level 1 financial asset, measured at fair value based on quoted prices in active markets of identical assets. The fair values of the Company’s foreign currency forward contracts and interest rate swap contracts as of March 31, 2015 and December 31, 2014 are disclosed in Note 5, "Derivative Financial Instruments," of the Notes to the Consolidated Financial Statements below and are based on Level 2 inputs. The fair value of the Company’s senior unsecured notes as described in Note 13, "Long-Term Debt," of the Notes to the Consolidated Financial Statements is approximately $257.8 million based upon Level 2 inputs at March 31, 2015 . The fair value of the Company's term loan, also described in Note 13, approximates the carrying value due to the variable market rate used to calculate interest payments. The Company does not have any other significant financial assets or liabilities that are measured at fair value.

Note 5.
Derivative Financial Instruments
Foreign Currency Exchange Rate Contracts
In general, the gains and losses related to the Company's foreign currency exchange rate contracts recorded in other income, net are offset by the reciprocal gains and losses from the underlying assets or liabilities which originally gave rise to the exposure. The net losses from these contracts for the three months ended March 31, 2015 and 2014 were $4.0 million and $2.0 million , respectively.

The following table provides volume information about the Company's foreign currency exchange rate contracts. The table below presents the net notional amounts of the Company's outstanding foreign currency forward contracts in United States dollar equivalent amounts (in thousands):
 
March 31,
2015
 
December 31,
2014
Swedish kronor
$
62,499

 
$
67,809

Canadian dollar
20,602

 
17,446

British pound sterling
17,644

 
14,928

Euro
6,498

 
5,391

Australian dollar
3,098

 
6,566

Japanese yen
3,572

 
3,718

Other
6,340

 
3,150

 
$
120,253

 
$
119,008

At March 31, 2015 , the Company’s foreign currency forward contracts, in general, had maturities of three months or less.

7


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 5.
Derivative Financial Instruments - (Continued)
Foreign Currency Exchange Rate Contracts - (Continued)
The carrying amount of the foreign currency forward contracts included in the Consolidated Balance Sheets are as follows (in thousands):
 
March 31, 2015
 
December 31, 2014
 
Other current assets
 
Other current liabilities
 
Other current assets
 
Other current liabilities
Foreign currency forward contracts
$
261

 
$
2,348

 
$
112

 
$
3,247


Interest Rate Swap Contracts
At March 31, 2015 , the effective interest rate on the Company's term loan was 2.49 percent . As of March 31, 2015 , the following interest rate swaps were outstanding:
Contract Date
 
Notional Amount
(in millions)
 
Fixed Rate
 
Effective Date
 
Maturity Date
March 15, 2013
 
$
60.0

 
1.02
%
 
April 5, 2013
 
March 31, 2019
March 29, 2013
 
$
60.0

 
0.97
%
 
April 5, 2013
 
March 31, 2019
The net fair value carrying amount of the Company's interest rate swaps was $0.3 million , of which $1.1 million and $0.8 million have been recorded to other assets and other current liabilities , respectively, in the Consolidated Balance Sheet as of March 31, 2015 .

Note 6.
Accounts Receivable
Accounts receivable are net of an allowance for doubtful accounts of $7.4 million at March 31, 2015 and $8.0 million at December 31, 2014 .


Note 7.
Inventories
Inventories consist of the following (in thousands):
 
 
March 31,
2015
 
December 31,
2014
Raw material and subassemblies
$
185,975

 
$
181,618

Work-in-progress
48,593

 
37,139

Finished goods
105,732

 
101,848

 
$
340,300

 
$
320,605



Note 8.
Property and Equipment
Property and equipment are net of accumulated depreciation of $240.6 million and $248.2 million at March 31, 2015 and December 31, 2014 , respectively. Property and equipment, net, as of March 31, 2015 , includes land and a building valued at approximately $2.5 million that are held for sale.



8


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 9.
Goodwill
The carrying value of goodwill and the activity for the three months ended March 31, 2015 are as follows (in thousands):
Balance, December 31, 2014
$
553,335

Currency translation adjustments
(16,555
)
Balance, March 31, 2015
$
536,780


See Note 17, "Operating Segments and Related Information - Operating Segments " of the Notes to the Consolidated Financial Statements for additional information on the carrying value of goodwill by operating segment for the three months ended March 31, 2015 .

    
Note 10.
Intangible Assets
Intangible assets are net of accumulated amortization of $78.7 million and $75.1 million at March 31, 2015 and December 31, 2014 , respectively.


Note 11.
Credit Agreement
At March 31, 2015 , the Company had no borrowings outstanding under its revolving credit facility pursuant to the Credit Agreement, dated February 8, 2011, with Bank of America, N.A., U.S. Bank National Association, JPMorgan Chase Bank N.A. and other lenders, as amended on April 5, 2013, and had $38.9 million of letters of credit outstanding, which reduced the total available credit under the revolving credit facility to $161.1 million .


Note 12.
Accrued Product Warranties
The following table summarizes the Company’s accrued product warranties and activity (in thousands):
 
 
Three Months Ended March 31,
 
2015
 
2014
Accrued product warranties, beginning of period
$
16,175

 
$
17,732

Amounts paid for warranty services
(1,952
)
 
(2,687
)
Warranty provisions for products sold
1,917

 
1,970

Currency translation adjustments and other
(300
)
 
(303
)
Accrued product warranties, end of period
$
15,840

 
$
16,712

Current accrued product warranties, end of period
$
13,199


$
13,751

Long-term accrued product warranties, end of period
$
2,641


$
2,961




9


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 13.
Long-Term Debt
Long-term debt consists of the following (in thousands):
 
March 31,
2015
 
December 31,
2014
Unsecured notes
$
250,000

 
$
250,000

Term loan
120,000

 
123,750

Unamortized discounts and issuance costs of unsecured notes
(649
)
 
(764
)
 
$
369,351

 
$
372,986

Current portion, long-term debt
$
15,000

 
$
15,000

Long-term debt
$
354,351

 
$
357,986


In August 2011, the Company issued $250 million aggregate principal amount of its 3.75 percent senior unsecured notes due September 1, 2016 (the “Notes”). The net proceeds from the issuance of the Notes were approximately $247.7 million , after deducting underwriting discounts and offering expenses, which are being amortized over a period of five years. Interest on the Notes is payable semiannually in arrears on March 1 and September 1 . The proceeds from the Notes are being used for general corporate purposes, which may include working capital and capital expenditure needs, business acquisitions and repurchases of the Company’s common stock.
The Credit Agreement discussed in Note 11, "Credit Agreement," of the Notes to the Consolidated Financial Statements above, incorporates a $150 million term loan facility that matures on April 5, 2019 . On April 5, 2013 the Company drew down $150 million under the term loan facility. Interest is accrued at the one-month LIBOR rate plus the scheduled spread and paid monthly . Quarterly principal payments of $3.75 million commenced on June 30, 2013 and will continue through December 31, 2018 with the final maturity payment including any accrued interest due on April 5, 2019. See Note 5, "Derivative Financial Instruments - Interest Rate Swap Contracts ," of the Notes to the Consolidated Financial Statements for additional information on the effective interest rate on the term loan at March 31, 2015 .


Note 14.
Shareholders’ Equity
The following table summarizes the common stock and additional paid-in capital activity during the three months ended March 31, 2015 (in thousands):
 
Common stock and additional paid-in capital, December 31, 2014
$
1,396

Income tax benefit of common stock options exercised
896

Common stock issued pursuant to stock-based compensation plans, net
4,401

Stock-based compensation arrangements
4,783

Common stock and additional paid-in capital, March 31, 2015
$
11,476

On February 5, 2015 , the Company's Board of Directors authorized the repurchase of up to 15.0 million shares of the Company's outstanding common stock in the open market or through privately negotiated transactions. The authorization will expire on February 5, 2017 . During the three months ended March 31, 2015 , the Company did not repurchase any such shares.
On March 6, 2015 , the Company paid a dividend of $0.11 per share on its outstanding common stock to the shareholders of record as of the close of business on February 20, 2015. The total cash payments for dividends in the three months ended March 31, 2015 was $15.4 million .


10


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 15.
Contingencies

FLIR Systems, Inc. and its subsidiary, Indigo Systems Corporation (now known as FLIR Commercial Systems, Inc.) (together, the “FLIR Parties”), were named in a lawsuit filed by Raytheon Company (“Raytheon”) on March 2, 2007 in the United States District Court for the Eastern District of Texas. Raytheon's complaint, as amended, asserted 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 complaint on September 2, 2008, in which they denied all material allegations. On October 27, 2010, the FLIR Parties and Raytheon entered into a settlement agreement that resolved the patent infringement claims (the "Patent Claims") pursuant to which the FLIR Parties paid $3 million to Raytheon and entitles the FLIR Parties to certain license rights in the patents that were the subject of the Patent Claims.  On October 28, 2014, a four-week trial began with respect to Raytheon's remaining claims of misappropriations of trade secrets and claims related to 31 alleged trade secrets. On November 24, 2014, a jury in the United States District Court for the Eastern District of Texas rejected Raytheon’s claims and determined that 27 of the alleged trade secrets were not in fact trade secrets and that neither Indigo, prior to its acquisition by FLIR Systems, Inc., nor FLIR Systems, Inc. infringed any of the trade secrets claimed and awarded Raytheon no damages.  The court has yet to rule on any post-trial motion seeking to modify the jury verdict or on the FLIR Parties' motion for an award of attorney’s fees in the amount of $28 million as a prevailing party under the Texas Theft Liability Act.   The matter remains ongoing and is subject to appeal and the Company is unable to estimate the amount or range of potential loss or recovery, if any, which might result if the final determination of this matter is favorable or unfavorable, but an adverse ruling on the merits of the original claims against the FLIR Parties, while remote, could be material.
 


Note 16.
Income Taxes
As of March 31, 2015 , the Company had approximately $12.1 million of unrecognized tax benefits, all of which would affect the Company’s effective tax rate if recognized. The Company anticipates an immaterial portion of its net unrecognized tax benefits will be recognized within 12 months as the result of settlements or effective settlements with various tax authorities, the closure of certain audits and the lapse of the applicable statute of limitations.
The Company classifies interest and penalties related to uncertain tax positions as income tax expense. As of March 31, 2015 , the Company had approximately $1.0 million of net accrued interest and penalties related to uncertain tax positions.
The Company currently has the following tax years open to examination by major taxing jurisdictions:
 
 
Tax Years:
US Federal
2012 – 2014
State of Oregon
2012 – 2014
State of Massachusetts
2011 – 2014
State of California
2012 – 2014
Sweden
2011 – 2014
United Kingdom
2011 – 2014
Belgium
2011 – 2014


11


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 17.
Operating Segments and Related Information
Operating Segments
The operating segments of the Company are as follows:
Surveillance
The Surveillance segment develops and manufactures enhanced imaging and recognition solutions for a wide variety of military, law enforcement, public safety, and other government customers around the world for the protection of borders, troops, and public welfare. Offerings include airborne, land, maritime, and man-portable multi-spectrum imaging systems, radars, lasers, imaging components, integrated multi-sensor system platforms, and services related to these systems. Effective January 1, 2015, the Personal Vision Systems product line was transferred from the OEM and Emerging Markets segment to the Surveillance segment. This product line includes hand-held and weapon-mounted thermal imaging systems for use by consumers. Accordingly, segment financial information in the tables below has been reclassified for the prior period for comparative purposes.
Instruments
The Instruments segment develops and manufactures devices that image, measure, and assess thermal energy, gases, and other environmental elements for industrial, commercial, and scientific applications. Products include thermal imaging cameras, gas detection cameras, firefighting cameras, process automation cameras, and environmental test and measurement devices.
OEM and Emerging Markets
The OEM and Emerging Markets segment develops and manufactures thermal imaging camera cores and components that are utilized by third parties to create thermal and other types of imaging systems. The segment also develops and manufactures intelligent traffic monitoring and signal control systems and imaging solutions for the smartphone and mobile devices market.
Maritime
The Maritime segment develops and manufactures electronics and imaging instruments for the recreational and commercial maritime market. The segment provides a full suite of networked electronic systems including multi-function helm displays, navigational instruments, autopilots, radars, sonar systems, thermal and visible imaging systems, and communications equipment for boats of all sizes.
Security
The Security segment develops and manufactures cameras and video recording systems for use in commercial, critical infrastructure, and home security applications. Products include thermal and visible-spectrum cameras, digital and networked video recorders, and related software and accessories that enable the efficient and effective safeguarding of assets at all hours of the day and through adverse weather conditions.
Detection
The Detection segment develops and manufactures sensor instruments and integrated platform solutions for the detection, identification, and suppression of chemical, biological, radiological, nuclear, and explosives threats for military force protection, homeland security, and commercial applications.


12


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
March 31,
 
2015
 
2014
 
 
 
(as reclassified)
Revenue – External Customers:
 
 
 
Surveillance
$
112,901

 
$
123,087

Instruments
83,821

 
84,056

OEM and Emerging Markets
39,834

 
47,915

Maritime
50,972

 
52,575

Security
38,806

 
29,309

Detection
18,183

 
14,600

 
$
344,517

 
$
351,542

Revenue – Intersegments:
 
 
 
Surveillance
$
3,682

 
$
2,415

Instruments
842

 
302

OEM and Emerging Markets
8,686

 
5,166

Maritime
657

 
665

Security
3,976

 
1,655

Detection

 
21

Elimination
(17,843
)
 
(10,224
)
 
$

 
$

Earnings (loss) from operations:
 
 
 
Surveillance
$
30,166

 
$
23,266

Instruments
28,063

 
20,450

OEM and Emerging Markets
8,779

 
8,806

Maritime
4,789

 
8,830

Security
3,816

 
1,686

Detection
2,680

 
(1,800
)
Other
(12,539
)
 
(18,787
)
 
$
65,754

 
$
42,451



13


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

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

 
March 31,
2015
 
December 31,
2014
 
 
 
(as reclassified)
Segment assets (accounts receivable, net and inventories):
 
 
 
Surveillance
$
285,707

 
$
309,473

Instruments
112,430

 
119,629

OEM and Emerging Markets
85,022

 
79,053

Maritime
79,689

 
67,775

Security
53,457

 
59,182

Detection
35,782

 
40,151

 
$
652,087

 
$
675,263

 
March 31,
2015
 
December 31,
2014
 
 
 
(as reclassified)
Segment goodwill:
 
 
 
Surveillance
$
119,977

 
$
121,268

Instruments
148,956

 
155,527

OEM and Emerging Markets
69,639

 
72,687

Maritime
106,320

 
109,980

Security
43,779

 
45,710

Detection
48,109

 
48,163

 
$
536,780

 
$
553,335

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
March 31,
 
2015
 
2014
United States
$
158,650

 
$
161,738

Europe
90,306

 
95,072

Other international
95,561

 
94,732

 
$
344,517

 
$
351,542

Long-lived assets by significant geographic locations are as follows (in thousands):
 
 
March 31,
2015
 
December 31,
2014
United States
$
622,694

 
$
623,522

Europe
336,511

 
319,661

Other international
11,449

 
51,698

 
$
970,654

 
$
994,881



14


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

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

Major Customers
Revenue derived from major customers is as follows (in thousands):
 
 
Three Months Ended
March 31,
 
2015
 
2014
US Government
$
53,320

 
$
71,637


Note 18.
Restructuring Costs
In 2013, the Company initiated a realignment plan that includes closing six sites in the United States and Europe and transferring those operations to the Company's larger facilities. The Company is also consolidating its optics and laser manufacturing businesses to better realize the benefits of vertical integration in these areas. During the three months ended March 31, 2015 and 2014 , the Company recorded net pre-tax restructuring expenses totaling $0.3 million and 8.4 million , respectively. The Company recorded the restructuring expenses in the segments as follows (in thousands):
 
Three Months Ended
March 31,
 
2015

2014
Surveillance
$
122

 
$
4,118

Instruments
187

 
3,524

OEM and Emerging Markets
2

 
167

Maritime

 
(141
)
Detection
3

 
615

Other

 
120

 
$
314

 
$
8,403


Restructuring expenses were recorded in the Consolidated Statements of Income as follows (in thousands):
 
Three Months Ended
March 31,
 
2015
 
2014
Cost of goods sold
$

 
$
590

Restructuring expenses
314

 
7,813

 
$
314

 
$
8,403


The following table summarizes the activity by cost type (in thousands):
 
 Severance and personnel costs
 
Facilities Exit, Lease Terminations & Other
 
Total
Balance, December 31, 2014
$
10,941

 
$
1,485

 
$
12,426

Additional costs
277

 
37

 
314

Utilization
(3,524
)
 
(1,040
)
 
(4,564
)
Balance, March 31, 2015
$
7,694

 
$
482

 
$
8,176




15


FLIR SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 19.
Subsequent Events
On April 23, 2015 , the Company’s Board of Directors declared a quarterly dividend of $0.11 per share on its common stock, payable on June 5, 2015 , to shareholders of record as of the close of business on May 22, 2015 . The total cash payment of this dividend will be approximately $15.4 million .

16



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

Forward-Looking Statements
This Quarterly Report on Form 10-Q (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, 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 management’s current expectations, estimates, projections, and assumptions about the Company’s business. 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 the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2014 , “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, or for changes made to this document by wire services or Internet service providers. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

Results of Operations
The following discussion of operating results provides an overview of our operations by addressing key elements in our Consolidated Statements of Income. The “Segment Operating Results” section that follows describes the contributions of each of our business segments to our consolidated revenue and earnings from operations. Our six operating segments are: Surveillance, Instruments, OEM and Emerging Markets, Maritime, Security and Detection. Given the nature of our business, we believe revenue and earnings from operations (including operating margin percentage) are most relevant to an understanding of our performance at a segment level as revenue levels are the most significant indicators of business conditions for each of the respective segments and earnings from operations reflect our ability to manage each of our segments as revenue levels change. Additionally, at the segment level we disclose backlog, which represents orders received for products or services for which a sales agreement is in place and delivery is expected within twelve months. See Note 17, "Operating Segments and Related Information" of the Notes to the Consolidated Financial Statements for additional information on the six operating segments.
Revenue. Consolidated revenue for the three months ended March 31, 2015 decreased by 2.0 percent year over year, from $351.5 million in the first quarter of 2014 to $344.5 million in the first quarter of 2015 . The year over year decrease in revenue was primarily due to changes in currency exchange rates which have negatively impacted our consolidated revenue. Revenue increases in our Security and Detection segments were offset by revenue decreases in all of our other segments. Revenue in our Instruments and Maritime segments were impacted the most negatively by currency exchange rate changes.
The timing of orders, scheduling of backlog and fluctuations in demand in various regions of the world 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 total annual revenue for 2015 to be slightly higher than 2014 revenue, unexpected changes in economic conditions from key customer markets or other major unanticipated events may cause total revenue, and the mix of revenue between our segments, to vary from quarter to quarter during the year.
International sales accounted for 54.0 percent of total revenue for both quarters ended March 31, 2015 and March 31, 2014. The proportion of our international revenue compared to total revenue will fluctuate from quarter to quarter due to normal variation in order activity across various regions as well as specific factors that may affect one region and not another. Overall, we anticipate that revenue from international sales will continue to comprise a significant percentage of total revenue.
Cost of goods sold. Cost of goods sold for the three months ended March 31, 2015 was $168.6 million compared to cost of goods sold for the three months ended March 31, 2014 of $183.0 million . The year over year decrease in cost of goods sold primarily related to lower revenue and favorable product mix.
Gross profit. Gross profit for the quarter ended March 31, 2015 was $175.9 million compared to $168.5 million for the same quarter last year. Gross margin, defined as gross profit divided by revenue, increased from 47.9 percent in the first quarter of 2014 to 51.1 percent in the first quarter of 2015 . The increase in gross margin for the three month period was primarily due to favorable

17



product mix in our Surveillance and OEM and Emerging Markets segments and lower production costs in our Instruments segment as a result of changes in currency rates. Those increases were partially offset by lower gross margin in our Maritime segment due to the unfavorable exchange rates impact on revenue and increased discounting due to promotional activities in certain markets.
Research and development expenses. Research and development expenses for the first quarter of 2015 totaled $34.7 million , compared to $36.3 million in the first quarter of 2014 . Research and development expenses as a percentage of revenue were 10.1 percent and 10.3 percent for the three months ended March 31, 2015 and 2014, respectively. Over the past five annual periods through December 31, 2014 , our annual research and development expenses have varied between 8.4 percent and 9.9 percent of revenue, and we currently expect these expenses to remain within that range, on an annual basis, in the future.
Selling, general and administrative expenses. Selling, general and administrative expenses were $75.1 million for the quarter ended March 31, 2015 , compared to $81.9 million for the quarter ended March 31, 2014 . The decrease in selling, general and administrative expenses year over year was primarily related to a decrease in corporate administrative expenses, largely due to a decline in legal spending, partially offset by an increase in marketing expenses. Selling, general and administrative expenses as a percentage of revenue were 21.8 percent and 23.3 percent for the quarters ended March 31, 2015 and 2014 , respectively. Over the past five annual periods through December 31, 2014 , our annual selling, general and administrative expenses have varied between 20.5 percent and 23.6 percent of revenue.
Restructuring expenses. During the quarter ended March 31, 2015 , we incurred $0.3 million in pre-tax restructuring expenses, all of which was recorded in operating expenses in the Consolidated Statements of Income. During the same quarter of 2014, we incurred $8.4 million in pre-tax restructuring expenses, of which $7.8 million was recorded in operating expenses and $0.6 million was recorded in costs of goods sold.
Interest expense. Interest expense for the first quarter of both 2015 and 2014 was $3.7 million . Interest expense was primarily associated with the $250 million aggregate principal amount of our 3.75 percent senior unsecured notes due September 1, 2016, which were issued in August 2011, and the $150 million term loan that was drawn upon on April 5, 2013.
Income taxes. The income tax provision of $15.1 million for the three months ended March 31, 2015 represents 24.0 percent of pre-tax income in such period. We expect the annual effective tax rate for the full year of 2015 to be approximately 24.0 percent, excluding discrete items. The effective tax rate is expected to be lower than the US Federal tax rate of 35 percent because of the mix of lower foreign jurisdiction tax rates and the effect of federal, foreign and state tax credits.

Segment Operating Results

Effective January 1, 2015, the Personal Vision Systems product line was transferred from the OEM and Emerging Markets segment to the Surveillance segment. Certain of the following segment financial information has been reclassified for the three months ended March 31, 2014 for comparative purposes.
Surveillance
Surveillance operating results are as follows (in millions, except percentages):
 
 
Three Months Ended
March 31,
 
2015
 
2014
 
 
 
(as reclassified)
Revenue
$
112.9

 
$
123.1

Earnings from operations
30.2

 
23.3

Operating margin
26.7
%
 
18.9
%
Backlog, end of period
270

 
280

Revenue for the three months ended March 31, 2015 decreased by 8.3 percent compared to the same period of 2014 . The decline in revenue was primarily due to reduced deliveries to US Government customers. Declines in revenue in the airborne and man-portable product lines were partially offset by increased revenue in the integrated systems product line. Earnings from operations improved year over year primarily due to improved product margins, favorable product mix and lower restructuring expenses. During the three months ended March 31, 2014, the segment reported $4.1 million of restructuring expenses compared to $0.1 million of restructuring expenses recorded during the three months ended March 31, 2015.

18



Instruments
Instruments operating results are as follows (in millions, except percentages):
 
 
Three Months Ended
March 31,
 
2015
 
2014
 
 
 
 
Revenue
$
83.8

 
$
84.1

Earnings from operations
28.1

 
20.5

Operating margin
33.5
%
 
24.3
%
Backlog, end of period
28

 
29

Revenue for the three months ended March 31, 2015 decreased by 0.3 percent , compared to the same period of 2014 . The year over year decrease in revenue was primarily due to the negative impact of changes in currency exchange rates. The increase in earnings from operations for the three months ended March 31, 2015 , compared to the same period of 2014 , was primarily due to lower restructuring expenses, cost savings associated with restructuring activities, and a net benefit from the change in currency exchange rates. As a large portion of segment expenses are incurred in Europe, the segment experienced a benefit from the changes in foreign currency rates which more than offset the associated decline in revenues. Restructuring expenses for the three months ended March 31, 2015 and 2014 were $0.2 million and $3.5 million, respectively.
OEM and Emerging Markets
OEM and Emerging Markets operating results are as follows (in millions, except percentages):
 
 
Three Months Ended
March 31,
 
2015
 
2014
 
 
 
(as reclassified)
Revenue
$
39.8

 
$
47.9

Earnings from operations
8.8

 
8.8

Operating margin
22.0
%
 
18.4
%
Backlog, end of period
123

 
122

Revenue for the three months ended March 31, 2015 decreased by 16.9 percent compared to the same period of the prior year. The decrease in revenue was primarily due to decreased cores and components deliveries, the loss of approximately $3.5 million of revenue from our optical components group which was sold in August 2014, and the negative impact of changes in currency exchange rates. Segment operating margin improved due to a favorable shift in product mix and lower operating expenses.
Maritime
Maritime operating results are as follows (in millions, except percentages):
 
 
Three Months Ended
March 31,
 
2015
 
2014
 
 
 
 
Revenue
$
51.0

 
$
52.6

Earnings from operations
4.8

 
8.8

Operating margin
9.4
%
 
16.8
%
Backlog, end of period
22

 
15

Revenue for the three months ended March 31, 2015 decreased by 3.0 percent compared to the same period of 2014 primarily due to the negative impact of changes in currency exchange rates on revenues in Europe. The decrease in earnings from operations for the three months ended March 31, 2015 , compared to the same period of the prior year, was primarily due to the lower revenue.

19



Since the majority of the segment's costs of goods sold are incurred in US dollars, those costs did not receive the favorable impact of changes in currency exchange rates.
Security
Security operating results are as follows (in millions, except percentages):
 
 
Three Months Ended
March 31,
 
2015
 
2014
 
 
 
 
Revenue
$
38.8

 
$
29.3

Earnings from operations
3.8

 
1.7

Operating margin
9.8
%
 
5.8
%
Backlog, end of period
18

 
23

Revenue for the three months ended March 31, 2015 increased by 32.4 percent, respectively, compared to the same period of the prior year. The increase in revenue for the three month period was primarily due to increased deliveries in all product families, particularly thermal products, and geographic regions. The increase in earnings from operations year over year for the three month period was primarily due to the increase in revenues and favorable product mix, partially offset by increases in sales expenses.

Detection
Detection operating results are as follows (in millions, except percentages):
 
 
Three Months Ended
March 31,
 
2015
 
2014
 
 
 
 
Revenue
$
18.2

 
$
14.6

Earnings from operations
2.7

 
(1.8
)
Operating margin
14.7
%
 
(12.3
)%
Backlog, end of period
97

 
45


Revenue for the three months ended March 31, 2015 increased by 24.5 percent compared to the same period of 2014 which was primarily related to increased unit sales of our explosives and radiation product lines. The increase in earnings from operations for the three months ended March 31, 2015 compared to the same period during the prior year was primarily due to the increase in revenue and decrease in operating expenses, which was partly attributable to cost savings associated with restructuring activities. Backlog at March 31, 2015 increased compared to the same date during the prior year primarily due to the receipt of a $51.1 million order for our CBRNE threat response systems and related spares and services.


20



Liquidity and Capital Resources
At March 31, 2015 , we had a total of $547.8 million in cash and cash equivalents, of which $185.3 million was in the United States and $362.5 million was at our foreign subsidiaries, compared to cash and cash equivalents at December 31, 2014 of $531.4 million , of which $164.1 million was in the United States and $367.3 million was at our foreign subsidiaries. The increase in cash and cash equivalents during the three months ended March 31, 2015 was primarily due to increased cash from operations, partially offset by capital expenditures of $13.1 million , dividend payments of $15.4 million and the negative impact on cash from currency translation adjustments of $31.4 million.
Cash provided by operating activities totaled $74.9 million for the three months ended March 31, 2015 , which primarily consisted of net earnings, adjusted for non-cash charges for depreciation and amortization, stock-based compensation and a net decrease in working capital components.
Cash used by investing activities totaled $13.1 million for the three months ended March 31, 2015 , consisting of capital expenditures in the ordinary course of business.
Cash used by financing activities totaled $13.9 million for the three months ended March 31, 2015 , which primarily consisted of the payment of dividends and the quarterly term loan principal payment, partially offset by amounts provided by our stock compensation plans.
On February 8, 2011, we signed a Credit Agreement (“Credit Agreement”) with Bank of America, N.A., U.S. Bank National Association, JPMorgan Chase Bank N.A. and other lenders. The Credit Agreement provides for a $200 million, five-year revolving line of credit. On April 5, 2013, the Credit Agreement was amended to extend the maturity of the revolving credit facility from February 8, 2016 to April 5, 2018 in addition to incorporating a $150 million term loan facility maturing April 5, 2019. 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 April 5, 2018. The Credit Agreement allows us and certain designated subsidiaries to borrow in US dollars, euros, Swedish Kronor, pound sterling and other agreed upon currencies. The Credit Agreement requires us to pay a commitment fee on the amount of unused credit at a rate, based on the Company’s leverage ratio, which ranges from 0.25 percent to 0.40 percent. The Credit Agreement contains two financial covenants that require the maintenance of certain leverage ratios with which we were in compliance at March 31, 2015 . The five-year revolving line of credit available under the Credit Agreement and the term loan facility are not secured by any of our assets.
As noted above, the Credit Agreement amendment of April 5, 2013 incorporates a $150 million term loan facility that matures on April 5, 2019 . On April 5, 2013 we drew down $150 million under the term loan facility. Interest is accrued at the one-month LIBOR rate plus the scheduled spread and paid monthly. By entering into interest rate swap agreements, we have effectively fixed the basis for calculating the interest rate on the term loan. The effective interest rate paid is equal to the fixed rate in the swap agreements plus the credit spread then in effect. At March 31, 2015 , the effective interest rate on the term loan was 2.49 percent . Principal payments of $3.75 million are made in quarterly installments which commenced on June 30, 2013 and will continue through December 31, 2018 with the final maturity payment including any accrued interest due on April 5, 2019.
At March 31, 2015 , we had no amounts outstanding under our revolving credit facility pursuant to the Credit Agreement and the commitment fee on the amount of unused credit was 0.3 percent . We had $38.9 million of letters of credit outstanding at March 31, 2015 , which reduced the total available credit under the revolving credit facility.
On August 19, 2011, we issued $250 million aggregate principal amount of our 3.75 percent senior unsecured notes due September 1, 2016 (the "Notes"). The interest on the Notes is payable semiannually in arrears on March 1 and September 1. The proceeds from the Notes are being used for general corporate purposes, which may include working capital and capital expenditure needs, business acquisitions and repurchases of our common stock.
On February 5, 2015 , our Board of Directors authorized the repurchase of up to 15.0 million shares of our outstanding common stock. As of March 31, 2015 , no shares have been repurchased under this authorization, which expires on February 5, 2017 .
United States income taxes have not been provided for on accumulated earnings of certain subsidiaries outside of the United States as we intend to reinvest the earnings in operations outside the United States indefinitely. Should we subsequently elect to repatriate such foreign earnings, we would need to accrue and pay United States income taxes, thereby reducing the amount of our cash.
We believe that our existing cash combined with the cash we expect 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. Except for approximately $25.0 million in building improvements to a facility we own, we do not have any significant capital commitments for the next twelve months nor are we aware of any significant events or conditions that are likely to have a material impact on our liquidity.


21



Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09") which establishes new guidance under which companies will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also provides for additional disclosure requirements. ASU 2014-09 is effective for annual periods, and interim periods beginning after December 15, 2016. Accordingly, the Company currently intends to adopt ASU 2014-09 on January 1, 2017, and is currently evaluating the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements.
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period" ("ASU 2014-12") which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual periods and interim periods beginning after December 15, 2015. Accordingly, the Company currently intends to adopt ASU 2014-12 on January 1, 2016, and does not expect the adoption of ASU 2014-12 to have a material impact on its consolidated financial statements.
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern" ("ASU 2014-15"). Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for annual and interim periods beginning after December 15, 2016. Accordingly, the Company currently intends to adopt ASU 2014-15 on January 1, 2017, and does not expect the adoption of ASU 2014-15 to have any impact on its consolidated financial statements.
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30)" ("ASU 2015-03") which simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2015, with early adoption permitted and should be applied retrospectively. The Company has adopted ASU 2015-03 on January 1, 2015 and the adoption of ASU 2015-03 did not have a material impact on its consolidated 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 fiscal year ended December 31, 2014 , as described in Note 1, "Nature of Business and Significant Accounting Policies," of the Notes to the Consolidated Financial Statements included in the Form 10-K for the fiscal year ended December 31, 2014 .
Contractual Obligations
There were no material changes to our contractual obligations outside the ordinary course of our business during the quarter ended March 31, 2015 .
Contingencies
See Note 15, "Contingencies," of the Notes to the Consolidated Financial Statements for a description of an ongoing lawsuit filed by Raytheon Company against FLIR Systems, Inc. and its subsidiary, FLIR Commercial Systems, Inc.


Item 3.
Quantitative and Qualitative Disclosures About Market Risk

As of March 31, 2015 , the Company has not experienced any changes in market risk exposure that would materially affect the quantitative and qualitative disclosures about market risk presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 .



22



Item 4.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures
As of March 31, 2015 , 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, as such term is defined in Rule 13a-15(e). 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 such 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 was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

23



PART II. OTHER INFORMATION

Item 1.
Legal Proceedings

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of its business. See Note 15, “Contingencies,” of the Notes to the Consolidated Financial Statements for additional information on the Company’s legal proceedings.


Item 1A.
Risk Factors

There has been no material change in the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 .


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

None.


Item 3.
Defaults Upon Senior Securities
None.


Item 4.
Mine Safety Disclosures
Not applicable.


Item 5.
Other Information
None.


Item 6.
Exhibits

Number
  
Description
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.
101.INS
  
XBRL Instance Document
101.SCH
  
XBRL Taxonomy Extension Schema Document
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document


    

24



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
FLIR SYSTEMS, INC.
 
 
 
Date May 6, 2015
 
    /s/ DAVID A. MUESSLE
 
 
David A. Muessle
 
 
     Vice President, Corporate Controller
          and Interim Chief Financial Officer
 
 
(Duly Authorized and Principal Chief Financial Officer)

25


Exhibit 31.1
I, Andrew C. Teich, 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 evaluation; 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 over financial reporting, to the registrant's auditors and the audit committee of the 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 May 6, 2015
 
    /s/ A NDREW  C. T EICH
 
 
    Andrew C. Teich
 
 
    President and Chief Executive Officer





Exhibit 31.2
I, David A. Muessle, 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 evaluation; 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 over financial reporting, to the registrant's auditors and the audit committee of the 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 May 6, 2015
 
    /s/ David A. Muessle
 
 
    David A. Muessle
 
 
Interim 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 March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew C. Teich, 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 May 6, 2015
 
    /s/ A NDREW  C. T EICH
 
 
    Andrew C. Teich
 
 
    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 March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Muessle, Interim 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 May 6, 2015
 
    /s/ David A. Muessle
 
 
    David A. Muessle
 
 
    Interim Chief Financial Officer