<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
Form 8-K
CURRENT REPORT
Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 17, 2000
FLIR SYSTEMS, INC.
(exact name of registrant as specified in its charter)
Oregon 0-21918 93-0708501
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
16505 S.W. 72nd Avenue, Portland, Oregon 97224
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (503)684-3731
________________________________________________________________________________
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Item 5. OTHER EVENTS
------------
On April 17, 2000, FLIR Systems, Inc. (the "Company") issued a press
release announcing its financial results for the year ended December 31, 1999
and restated financial results for the fourth quarter and year ended December
31, 1998 and the first three quarters of 1999. The press release is attached
hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) Exhibits
99.1 Press Release issued by FLIR Systems, Inc. on April 17, 2000
SIGNATURES
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 on April 17, 2000.
FLIR SYSTEMS, INC.
(Registrant)
/s/ J. Kenneth Stringer III
-----------------------------------------
J. Kenneth Stringer III
President and
Chief Executive Officer
<PAGE>
Exhibit 99.1
Company contact:
FLIR Systems, Inc.
James A. Fitzhenry
(503) 684-3731
www.FLIR.com
FLIR Systems Announces 1999 Audited Financial Results
PORTLAND, Ore. -- April 17, 2000 -- FLIR Systems, Inc. (Nasdaq: FLIR) today
announced audited financial results for 1999 and restated results for its annual
and fourth quarter consolidated financial statements for 1998 and its quarterly
consolidated financial statements for the first three quarters of 1999. The
financial statements attached hereto and the financial statements and notes set
forth in the Company's Annual Report on Form 10-K for the year ended December
31, 1999 reflect all such restatements.
For the twelve months ended December 31, 1999, revenue was $186.4 million.
This compares to restated revenue of $196.9 million for 1998. The net loss for
1999 was $54.6 million, or $3.83 per share, which included charges associated
with the merger with Inframetrics, Inc. of $34.6 million, or $2.43 per share.
For 1998, restated net earnings were $9.8 million, or $0.73 per diluted share.
The Company had previously reported net earnings of $16.8 million, or $1.24 per
diluted share, for 1998.
Sales to commercial customers totaled $120.6 million for 1999 compared to a
restated $138.0 million for 1998. Sales to government customers were $65.9
million for 1999 versus a restated $58.9 million for 1998.
For the three months ended December 31, 1999, revenue was $48.2 million,
including sales to commercial customers of $29.7 million and sales to government
customers of $18.5 million. The net loss was $34.8 million, or $2.43 per share.
For the fourth quarter of 1998, restated revenue was $51.4 million, including
sales to commercial customers of $38.7 million and sales to government customers
of $12.6 million. Restated net earnings were $860,000, or $0.06 per diluted
share.
For the three months ended September 30, 1999, restated revenue was $53.1
million and restated net earnings were $6.2 million, or $0.43 per diluted share.
This compares to revenue for the third quarter of 1998 of $56.0 million and net
earnings of $5.7 million, or $0.40 per diluted share.
(more)
<PAGE>
FLIR Systems Announces 1999 Audited Financial Results
Page Two
For the three months ended June 30, 1999, restated revenue was $46.3
million and restated net earnings were $930,000, or $0.06 per diluted share.
This compares to revenue for the second quarter of 1998 of $49.4 million and net
earnings of $3.4 million, or $0.27 per diluted share.
For the three months ended March 31, 1999, restated revenue was $38.8
million and the restated net loss was $26.9 million, or $1.90 per diluted share.
This compares to revenue for the first quarter of 1998 of $40.1 million and a
net loss of $195,000, or $0.02 per diluted share.
Business Outlook
The following statements are based on current expectations. These
statements are forward-looking, and actual results may differ materially.
The company expects that gross margin should improve to be in line with the
historical range of 54-56% as it achieves higher production and deliveries in
the future. Gross margin can vary materially from quarter to quarter depending
upon a variety of factors including the mix of products sold, the mix between
international and domestic sales, the rate of production and the ability to
maintain sales prices in a competitive environment.
R&D expense, in absolute dollars, should decline modestly in 2000. R&D
expense, as a percentage of revenue, is also expected to decline for the year.
Because of the Company's seasonal pattern of sales, R&D expense as a percentage
of sales is typically higher in the first quarter and declines during the year.
R&D expense can vary materially from expectations for a variety of reasons
including the receipt of funded development contracts, the costs of recruiting
and retaining engineers and the requirement to use outside contractors to
supplement internal resources.
Selling and other operating expenses, in absolute dollars, should modestly
decline in 2000. Selling and other operating expenses, as a percentage of
revenue, should also decline for the year. Due to the Company's seasonal
pattern of sales, selling and other operating expenses as a percentage of sales
are typically higher in the first quarter and decline during the year. Selling
and other operating expenses can vary materially from expectations for a variety
of reasons including increased commissions as a result of sales by independent
representatives, the ability to collect on receivables, capital expenditures and
the cost of recruiting and retaining employees.
(more)
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FLIR Systems Announces 1999 Audited Financial Results
Page Three
Forward-Looking Statements
The statements above contained in this outlook are forward-looking statements
within the meaning of the Securities Litigation Reform Act of 1995, which are
based on current expectations, estimates and projections about the Company's
business, management's beliefs, and assumptions made by management. 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 those
described above and the following: changes in demand for the Company's products,
product mix, the timing of customer orders and deliveries, the impact of
competitive products and pricing, constraints on supplies of critical
components, excess or shortage of production capacity, actual purchases under
agreements, the amount and availability of government procurement funds,
difficulties encountered in the integration of acquired businesses and other
risks discussed from time to time in the Company's Securities and Exchange
Commission fillings and reports. In addition, such statements could be affected
by general industry and market conditions and growth rates, and general domestic
and international economic conditions. Such forward-looking statements speak
only as of the date on which they are made and the Company does not undertake
any obligation to update any forward-looking statement to reflect events or
circumstances after the date of this release.
About FLIR Systems
FLIR Systems, Inc. is a world leader in the design, manufacture and
marketing of thermal imaging and broadcast camera systems for a wide variety of
commercial and government applications including condition monitoring, research
and development, manufacturing process control, airborne observation and
broadcast, search and rescue, drug interdiction, surveillance and
reconnaissance, navigation safety, border and maritime patrol, environmental
monitoring and ground-based security. Visit the Company's Web site at
www.FLIR.com.
(tables attached)
#2289
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FLIR SYSTEMS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1999 1998 1997
--------- ---------- ----------
(Restated) (Restated)
<S> <C> <C> <C>
Revenue:
Commercial.............................. $120,555 $137,977 $ 86,656
Government.............................. 65,893 58,888 58,278
-------- -------- --------
Total revenue........................ 186,448 196,865 144,934
Cost of goods sold........................ 123,666 92,260 86,835
Research and development.................. 29,006 26,958 17,607
Selling and other operating costs......... 71,046 61,541 41,225
Combination costs......................... 9,301 -- 36,450
-------- -------- --------
233,019 180,759 182,117
Earnings (loss) from operations...... (46,571) 16,106 (37,183)
Interest income........................... 480 728 540
Interest expense and other................ (6,251) (5,199) (4,093)
-------- -------- --------
Earnings (loss) before income taxes.. (52,342) 11,635 (40,736)
Income tax provision (benefit)............ 2,295 1,806 (11,548)
-------- -------- --------
Net earnings (loss)....................... $(54,637) $ 9,829 $(29,188)
======== ======== ========
Net earnings (loss) per share:
Basic................................ $ (3.83) $ 0.76 $ (3.69)
======== ======== ========
Diluted.............................. $ (3.83) $ 0.73 $ (3.69)
Weighted average shares outstanding:
Basic................................ 14,252 12,983 7,920
Diluted.............................. 14,252 13,510 7,920
-------- -------- --------
</TABLE>
<PAGE>
FLIR SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except for share data)
<TABLE>
<CAPTION>
December 31,
ASSETS 1999 1998
------------ ------------
(Restated)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................................................... $ 4,255 $ 4,793
Accounts receivable, net..................................................................... 57,777 84,442
Inventories.................................................................................. 63,299 71,416
Prepaid expenses............................................................................. 6,040 6,061
Deferred income taxes........................................................................ 7,216 6,776
--------- ---------
Total current assets....................................................................... 138,587 173,488
Property and equipment, net.................................................................... 20,213 26,775
Deferred income taxes.......................................................................... 16,499 15,927
Intangible assets, net......................................................................... 14,791 15,936
Other assets................................................................................... 4,970 4,385
--------- ---------
$ 195,060 $ 236,511
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable................................................................................ $ 81,247 $ 39,958
Accounts payable............................................................................. 22,128 24,031
Accrued payroll and other liabilities........................................................ 19,816 26,580
Accrued income taxes......................................................................... 3,207 3,893
Current portion of long-term debt............................................................ 1,084 2,680
--------- ---------
Total current liabilities.................................................................. 127,482 97,142
Long-term debt................................................................................. 1,497 19,296
Pension liability.............................................................................. 3,879 3,960
Commitments and contingencies.................................................................. -- --
Shareholders' equity:
Common stock, $0.01 par value, 30,000,000 shares
authorized, 14,388,600 and 14,133,403 shares issued
at December 31, 1999 and 1998, respectively................................................. 144 141
Additional paid-in capital................................................................... 143,318 142,169
Accumulated deficit.......................................................................... (78,761) (24,124)
Accumulated other comprehensive income....................................................... (2,499) (2,073)
--------- ---------
Total shareholders' equity................................................................. 62,202 116,113
--------- ---------
$ 195,060 $ 236,511
========= =========
</TABLE>
<PAGE>
FLIR Systems, Inc.
QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
Q1 Q2 Q3
As As As As As As
Reported Restated Reported Restated Reported Restated Q4
<S> <C> <C> <C> <C> <C> <C> <C>
1999
- ----
Revenue:
Commercial...................... $ 27,636 $ 27,986 $28,652 $ 27,245 $36,191 $35,624 $ 29,700
Government...................... 6,802 10,835 13,550 19,071 18,515 17,515 18,472
-------- -------- ------- -------- ------- ------- --------
Total revenue................ 34,438 38,821 42,202 46,316 54,706 53,139 48,172
Gross profit...................... 1,084 (6) 25,500 24,745 33,735 29,769 8,274
Net earnings (loss)............... (19,083) (26,902) 2,845 930 8,544 6,179 (34,844)
Net earnings (loss) per share:
Basic.......................... $ (1.35) $ (1.90) $ 0.20 $ 0.07 $ 0.60 $ 0.43 $ (2.43)
Diluted........................ $ (1.35) $ (1.90) $ 0.20 $ 0.06 $ 0.59 $ 0.43 $ (2.43)
</TABLE>
<TABLE>
<CAPTION>
Q4
Q1 Q2 Q3 As Reported As Restated
<S> <C> <C> <C> <C> <C>
1998
- ----
Revenue:
Commercial....................... $28,043 $33,604 $37,627 $39,123 $38,703
Government....................... 12,061 15,793 18,386 23,985 12,648
------- ------- ------- ------- -------
Total revenue................. 40,104 49,397 56,013 63,108 51,351
Gross profit....................... 20,502 27,198 29,308 36,285 27,597
Net earnings (loss)................ (195) 3,433 5,731 7,807 860
Net earnings (loss) per share:
Basic........................... $ (0.02) $ 0.29 $ 0.41 $ 0.55 $ 0.06
Diluted......................... $ (0.02) $ 0.27 $ 0.40 $ 0.53 $ 0.06
</TABLE>
Note: The sum of the quarterly earnings (loss) per share does not equal the
annual earnings (loss) per share as a result of the computation of
quarterly versus annual average shares outstanding.
