ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2014.
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
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)
|
Title of Each Class
|
|
Name of Each Exchange
on Which Registered
|
Common Stock, $0.01 par value
|
|
NASDAQ Global Select Market
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
PART I
|
||
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
PART II
|
||
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
PART III
|
||
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
PART IV
|
||
Item 15
|
||
ITEM 1.
|
BUSINESS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the imposition of and changes to governmental controls;
|
•
|
restrictions on the export of technology;
|
•
|
trade restrictions;
|
•
|
difficulty in collecting receivables;
|
•
|
inadequate protection of intellectual property;
|
•
|
labor union activities;
|
•
|
changes in tariffs and taxes;
|
•
|
restrictions on repatriation of earnings;
|
•
|
restriction on the importation and exportation of goods and services;
|
•
|
failure to comply with anti-bribery and anti-corruption laws;
|
•
|
difficulties in staffing and managing international operations; and
|
•
|
political and economic instability.
|
•
|
the timing, number and size of orders from, and shipments to, our customers, as well as the relative mix of those orders;
|
•
|
variations in the volume of orders for a particular product or product line in a particular quarter;
|
•
|
the size and timing of new contract awards;
|
•
|
the timing of the release of government funds for procurement of our products; and
|
•
|
the timing of orders and shipments within a given fiscal quarter.
|
•
|
the seasonal pattern of contracting by the United States government and certain foreign governments;
|
•
|
the desire of customers to take delivery of equipment prior to fiscal year ends due to funding considerations; and
|
•
|
the tendency of commercial enterprises to fully utilize annual capital budgets prior to expiration.
|
•
|
the jurisdictions in which profits are determined to be earned and taxed;
|
•
|
the resolution of issues arising from tax audits with various tax authorities;
|
•
|
changes in the valuation of our deferred tax assets and liabilities;
|
•
|
adjustments to estimated taxes upon finalization of various tax returns;
|
•
|
increases in expenses not deductible for tax purposes;
|
•
|
changes in available tax credits;
|
•
|
changes in share-based compensation expense;
|
•
|
changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles;
|
•
|
changes in foreign tax rates or agreed upon foreign taxable base; and/or
|
•
|
the repatriation of earnings from outside the United States for which we have not previously provided for United States taxes.
|
Location
|
Owned
|
|
Leased
|
||
|
(Square feet in Thousands)
|
||||
Wilsonville (Portland), Oregon
|
154
|
|
|
—
|
|
Täby (Stockholm), Sweden
|
205
|
|
|
—
|
|
North Billerica (Boston), Massachusetts
|
133
|
|
|
—
|
|
Goleta (Santa Barbara), California
|
169
|
|
|
137
|
|
Nashua, New Hampshire
|
140
|
|
|
—
|
|
Elkridge (Baltimore), Maryland
|
—
|
|
|
109
|
|
Fareham (Portsmouth), United Kingdom
|
63
|
|
|
—
|
|
Meer (Antwerp), Belgium
|
—
|
|
|
5
|
|
Other
|
240
|
|
|
501
|
|
Total
|
1,104
|
|
|
752
|
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2014
|
|
2013
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
36.00
|
|
|
$
|
29.00
|
|
|
$
|
27.00
|
|
|
$
|
23.08
|
|
Second Quarter
|
37.23
|
|
|
33.42
|
|
|
26.97
|
|
|
23.53
|
|
||||
Third Quarter
|
35.14
|
|
|
31.34
|
|
|
33.75
|
|
|
27.25
|
|
||||
Fourth Quarter
|
34.32
|
|
|
28.36
|
|
|
33.17
|
|
|
28.17
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
FLIR Systems, Inc.
|
$
|
100.00
|
|
|
$
|
90.90
|
|
|
$
|
77.25
|
|
|
$
|
69.68
|
|
|
$
|
95.20
|
|
|
$
|
103.45
|
|
S&P 500 Index
|
100.00
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
||||||
S&P 500 Electronic Equipment & Instruments Index
|
100.00
|
|
|
114.14
|
|
|
97.01
|
|
|
87.48
|
|
|
119.55
|
|
|
129.91
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased at December 31, 2014 Under the Plans or Programs
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||
February 1 to February 28, 2014
|
56,609
|
|
|
$
|
31.20
|
|
|
56,609
|
|
|
|
|
May 1 to May 31, 2014
|
1,152,044
|
|
|
$
|
34.18
|
|
|
1,152,044
|
|
|
|
|
June 1 to June 30, 2014
|
55,620
|
|
|
$
|
33.49
|
|
|
55,620
|
|
|
|
|
August 1 to August 31, 2014
|
366,386
|
|
|
$
|
33.62
|
|
|
366,386
|
|
|
|
|
September 1 to September 30, 2014
|
633,614
|
|
|
$
|
33.62
|
|
|
633,614
|
|
|
|
|
October 1 to October 31, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
November 1 to November 31, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
December 1 to December 31, 2014
|
1,979,000
|
|
|
$
|
31.64
|
|
|
1,979,000
|
|
|
|
|
Total
|
4,243,273
|
|
|
$
|
32.81
|
|
|
4,243,273
|
|
|
14,768,506
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended December 31,
(1)
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
51.0
|
|
|
50.7
|
|
|
47.7
|
|
Gross profit
|
49.0
|
|
|
49.3
|
|
|
52.3
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
9.3
|
|
|
9.9
|
|
|
9.8
|
|
Selling, general and administrative
|
21.7
|
|
|
21.6
|
|
|
20.8
|
|
Restructuring expenses
|
1.1
|
|
|
1.7
|
|
|
0.1
|
|
Total operating expenses
|
32.1
|
|
|
33.2
|
|
|
30.7
|
|
Earnings from operations
|
16.9
|
|
|
16.1
|
|
|
21.6
|
|
Interest expense
|
1.0
|
|
|
0.9
|
|
|
0.8
|
|
Interest income
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Other (income) expense, net
|
(0.2
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
Earnings from continuing operations before income taxes
|
16.3
|
|
|
15.3
|
|
|
20.8
|
|
Income tax provision
|
3.2
|
|
|
3.5
|
|
|
4.7
|
|
Earnings from continuing operations
|
13.1
|
|
|
11.8
|
|
|
16.0
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
Net earnings
|
13.1
|
%
|
|
11.8
|
%
|
|
15.8
|
%
|
(1)
|
Totals may not recompute due to rounding.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(as reclassified)
|
|
(as reclassified)
|
||||||
Revenue
|
$
|
492.2
|
|
|
$
|
531.3
|
|
|
$
|
560.2
|
|
Earnings from operations
|
113.0
|
|
|
122.1
|
|
|
170.0
|
|
|||
Operating margin
|
23.0
|
%
|
|
23.0
|
%
|
|
30.4
|
%
|
|||
Backlog
|
295
|
|
|
282
|
|
|
332
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(as reclassified)
|
|
(as reclassified)
|
||||||
Revenue
|
$
|
354.1
|
|
|
$
|
337.5
|
|
|
$
|
339.0
|
|
Earnings from operations
|
99.0
|
|
|
81.1
|
|
|
87.1
|
|
|||
Operating margin
|
27.9
|
%
|
|
24.0
|
%
|
|
25.7
|
%
|
|||
Backlog
|
35
|
|
|
27
|
|
|
31
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(as reclassified)
|
|
(as reclassified)
|
||||||
Revenue
|
$
|
226.9
|
|
|
$
|
207.2
|
|
|
$
|
195.0
|
|
Earnings from operations
|
64.4
|
|
|
52.7
|
|
|
62.0
|
|
|||
Operating margin
|
28.4
|
%
|
|
25.4
|
%
|
|
31.8
|
%
|
|||
Backlog
|
132
|
|
|
129
|
|
|
126
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(as reclassified)
|
|
(as reclassified)
|
||||||
Revenue
|
$
|
192.6
|
|
|
$
|
189.1
|
|
|
$
|
178.3
|
|
Earnings from operations
|
24.5
|
|
|
22.3
|
|
|
18.5
|
|
|||
Operating margin
|
12.7
|
%
|
|
11.8
|
%
|
|
10.4
|
%
|
|||
Backlog
|
17
|
|
|
11
|
|
|
6
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(as reclassified)
|
|
(as reclassified)
|
||||||
Revenue
|
$
|
179.1
|
|
|
$
|
141.0
|
|
|
$
|
52.0
|
|
Earnings from operations
|
24.9
|
|
|
17.3
|
|
|
15.1
|
|
|||
Operating margin
|
13.9
|
%
|
|
12.3
|
%
|
|
29.1
|
%
|
|||
Backlog
|
18
|
|
|
10
|
|
|
1
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(as reclassified)
|
|
(as reclassified)
|
||||||
Revenue
|
$
|
85.7
|
|
|
$
|
90.2
|
|
|
$
|
80.9
|
|
Earnings from operations
|
11.0
|
|
|
8.9
|
|
|
0.6
|
|
|||
Operating margin
|
12.8
|
%
|
|
9.9
|
%
|
|
0.7
|
%
|
|||
Backlog
|
51
|
|
|
30
|
|
|
24
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More than
5 Years
|
||||||||||
Long-term debt, including interest
|
$
|
399,316
|
|
|
$
|
27,315
|
|
|
$
|
291,018
|
|
|
$
|
80,983
|
|
|
$
|
—
|
|
Operating leases
|
14,058
|
|
|
6,431
|
|
|
4,433
|
|
|
2,570
|
|
|
624
|
|
|||||
Licensing rights
|
2,200
|
|
|
550
|
|
|
1,100
|
|
|
550
|
|
|
—
|
|
|||||
Post-retirement obligations
|
13,102
|
|
|
460
|
|
|
903
|
|
|
877
|
|
|
10,862
|
|
|||||
Other obligations
|
458
|
|
|
458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
429,134
|
|
|
$
|
35,214
|
|
|
$
|
297,454
|
|
|
$
|
84,980
|
|
|
$
|
11,486
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Statement
|
Page
|
FLIR SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
1,530,654
|
|
|
$
|
1,496,372
|
|
|
$
|
1,405,358
|
|
Cost of goods sold
|
780,281
|
|
|
759,362
|
|
|
670,174
|
|
|||
Gross profit
|
750,373
|
|
|
737,010
|
|
|
735,184
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
142,751
|
|
|
147,696
|
|
|
137,354
|
|
|||
Selling, general and administrative
|
331,995
|
|
|
322,739
|
|
|
292,500
|
|
|||
Restructuring expenses
|
16,383
|
|
|
25,832
|
|
|
2,000
|
|
|||
Total operating expenses
|
491,129
|
|
|
496,267
|
|
|
431,854
|
|
|||
Earnings from operations
|
259,244
|
|
|
240,743
|
|
|
303,330
|
|
|||
Interest expense
|
14,593
|
|
|
14,091
|
|
|
11,659
|
|
|||
Interest income
|
(1,405
|
)
|
|
(1,058
|
)
|
|
(1,582
|
)
|
|||
Other (income) expense, net
|
(3,473
|
)
|
|
(1,276
|
)
|
|
1,341
|
|
|||
Earnings from continuing operations before income taxes
|
249,529
|
|
|
228,986
|
|
|
291,912
|
|
|||
Income tax provision
|
49,268
|
|
|
51,971
|
|
|
66,556
|
|
|||
Earnings from continuing operations
|
200,261
|
|
|
177,015
|
|
|
225,356
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(2,958
|
)
|
|||
Net earnings
|
$
|
200,261
|
|
|
$
|
177,015
|
|
|
$
|
222,398
|
|
Basic earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.42
|
|
|
$
|
1.24
|
|
|
$
|
1.49
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||
Basic earnings per share
|
$
|
1.42
|
|
|
$
|
1.24
|
|
|
$
|
1.47
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.39
|
|
|
$
|
1.22
|
|
|
$
|
1.47
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||
Diluted earnings per share
|
$
|
1.39
|
|
|
$
|
1.22
|
|
|
$
|
1.45
|
|
FLIR SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net earnings
|
$
|
200,261
|
|
|
$
|
177,015
|
|
|
$
|
222,398
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Change in minimum liability for pension plans, net of tax effects of $(27), $1,682 and $558, respectively
|
(212
|
)
|
|
2,961
|
|
|
745
|
|
|||
Fair value adjustment on interest rate swap contracts
|
(735
|
)
|
|
1,660
|
|
|
—
|
|
|||
Foreign currency translation adjustments
|
(88,462
|
)
|
|
11,838
|
|
|
20,790
|
|
|||
Total other comprehensive (loss) income
|
$
|
(89,409
|
)
|
|
$
|
16,459
|
|
|
$
|
21,535
|
|
Comprehensive income
|
$
|
110,852
|
|
|
$
|
193,474
|
|
|
$
|
243,933
|
|
FLIR SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for par value)
|
|||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
531,374
|
|
|
$
|
542,476
|
|
Accounts receivable, net
|
354,658
|
|
|
286,573
|
|
||
Inventories
|
320,605
|
|
|
344,719
|
|
||
Prepaid expenses and other current assets
|
93,691
|
|
|
97,574
|
|
||
Deferred income taxes, net
|
38,873
|
|
|
38,389
|
|
||
Total current assets
|
1,339,201
|
|
|
1,309,731
|
|
||
Property and equipment, net
|
247,094
|
|
|
234,041
|
|
||
Deferred income taxes, net
|
19,941
|
|
|
17,883
|
|
||
Goodwill
|
553,335
|
|
|
575,701
|
|
||
Intangible assets, net
|
133,212
|
|
|
154,195
|
|
||
Other assets
|
61,240
|
|
|
51,808
|
|
||
Total assets
|
$
|
2,354,023
|
|
|
$
|
2,343,359
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
98,173
|
|
|
$
|
85,730
|
|
Deferred revenue
|
27,878
|
|
|
28,844
|
|
||
Accrued payroll and related liabilities
|
62,065
|
|
|
62,069
|
|
||
Accrued product warranties
|
13,538
|
|
|
14,665
|
|
||
Advance payments from customers
|
28,276
|
|
|
25,414
|
|
||
Accrued expenses
|
51,810
|
|
|
39,316
|
|
||
Accrued income taxes
|
4,586
|
|
|
663
|
|
||
Other current liabilities
|
8,231
|
|
|
4,814
|
|
||
Current portion, long-term debt
|
15,000
|
|
|
15,000
|
|
||
Total current liabilities
|
309,557
|
|
|
276,515
|
|
||
Long-term debt
|
357,986
|
|
|
372,528
|
|
||
Deferred income taxes
|
13,905
|
|
|
12,255
|
|
||
Accrued income taxes
|
11,096
|
|
|
19,996
|
|
||
Pension and other long-term liabilities
|
51,706
|
|
|
48,685
|
|
||
Commitments and contingencies (Notes 12 and 13)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000 shares authorized; no shares issued at December 31, 2014 or 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 500,000 shares authorized, 139,579 and 140,782 shares issued at December 31, 2014 and 2013, respectively, and additional paid-in capital
|
1,396
|
|
|
42,955
|
|
||
Retained earnings
|
1,671,786
|
|
|
1,544,425
|
|
||
Accumulated other comprehensive (loss) earnings
|
(63,409
|
)
|
|
26,000
|
|
||
Total shareholders’ equity
|
1,609,773
|
|
|
1,613,380
|
|
||
Total liabilities and shareholders' equity
|
$
|
2,354,023
|
|
|
$
|
2,343,359
|
|
FLIR SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands
|
|||||||||||||||||||
|
Common Stock and
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Earnings
|
|
Total
Shareholders'
Equity
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, December 31, 2011
|
154,969
|
|
|
$
|
352,157
|
|
|
$
|
1,238,866
|
|
|
$
|
(11,994
|
)
|
|
$
|
1,579,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net earnings for the year
|
—
|
|
|
—
|
|
|
222,398
|
|
|
—
|
|
|
222,398
|
|
|
||||
Income tax benefit of common stock options exercised
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
||||
Repurchase of common stock
|
(10,466
|
)
|
|
(214,195
|
)
|
|
—
|
|
|
—
|
|
|
(214,195
|
)
|
|
||||
Common stock issued pursuant to stock-based compensation plans, net
|
1,311
|
|
|
7,644
|
|
|
—
|
|
|
—
|
|
|
7,644
|
|
|
||||
Stock-based compensation
|
—
|
|
|
25,901
|
|
|
—
|
|
|
—
|
|
|
25,901
|
|
|
||||
Dividends paid
|
—
|
|
|
—
|
|
|
(42,450
|
)
|
|
—
|
|
|
(42,450
|
)
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
21,535
|
|
|
21,535
|
|
|
||||
Balance, December 31, 2012
|
145,814
|
|
|
171,546
|
|
|
1,418,814
|
|
|
9,541
|
|
|
1,599,901
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net earnings for the year
|
—
|
|
|
—
|
|
|
177,015
|
|
|
—
|
|
|
177,015
|
|
|
||||
Income tax benefit of common stock options exercised
|
—
|
|
|
551
|
|
|
—
|
|
|
—
|
|
|
551
|
|
|
||||
Repurchase of common stock
|
(5,988
|
)
|
|
(162,078
|
)
|
|
—
|
|
|
—
|
|
|
(162,078
|
)
|
|
||||
Common stock issued pursuant to stock-based compensation plans, net
|
956
|
|
|
4,849
|
|
|
—
|
|
|
—
|
|
|
4,849
|
|
|
||||
Stock-based compensation
|
—
|
|
|
28,087
|
|
|
—
|
|
|
—
|
|
|
28,087
|
|
|
||||
Dividends paid
|
—
|
|
|
—
|
|
|
(51,404
|
)
|
|
—
|
|
|
(51,404
|
)
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
16,459
|
|
|
16,459
|
|
|
||||
Balance, December 31, 2013
|
140,782
|
|
|
42,955
|
|
|
1,544,425
|
|
|
26,000
|
|
|
1,613,380
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net earnings for the year
|
—
|
|
|
—
|
|
|
200,261
|
|
|
—
|
|
|
200,261
|
|
|
||||
Income tax benefit of common stock options exercised
|
—
|
|
|
12,751
|
|
|
—
|
|
|
—
|
|
|
12,751
|
|
|
||||
Repurchase of common stock
|
(4,243
|
)
|
|
(122,851
|
)
|
|
(16,387
|
)
|
|
—
|
|
|
(139,238
|
)
|
|
||||
Common stock issued pursuant to stock-based compensation plans, net
|
3,040
|
|
|
37,774
|
|
|
—
|
|
|
—
|
|
|
37,774
|
|
|
||||
Stock-based compensation
|
—
|
|
|
30,767
|
|
|
—
|
|
|
—
|
|
|
30,767
|
|
|
||||
Dividends paid
|
—
|
|
|
—
|
|
|
(56,513
|
)
|
|
—
|
|
|
(56,513
|
)
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,409
|
)
|
|
(89,409
|
)
|
|
||||
Balance, December 31, 2014
|
139,579
|
|
|
$
|
1,396
|
|
|
$
|
1,671,786
|
|
|
$
|
(63,409
|
)
|
|
$
|
1,609,773
|
|
|
FLIR SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
CASH PROVIDED BY OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
200,261
|
|
|
$
|
177,015
|
|
|
$
|
222,398
|
|
Income items not affecting cash:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
57,245
|
|
|
62,796
|
|
|
59,715
|
|
|||
Deferred income taxes
|
(1,242
|
)
|
|
(2,709
|
)
|
|
(10,940
|
)
|
|||
Stock-based compensation arrangements
|
30,788
|
|
|
27,823
|
|
|
26,250
|
|
|||
Gain on sale of certain optics assets
|
(4,129
|
)
|
|
—
|
|
|
—
|
|
|||
Other non-cash items
|
(791
|
)
|
|
4,564
|
|
|
(1,810
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable, net
|
(76,705
|
)
|
|
48,640
|
|
|
10,693
|
|
|||
Decrease (increase) in inventories
|
11,363
|
|
|
35,181
|
|
|
(23,733
|
)
|
|||
Decrease (increase) in prepaid expenses and other current assets
|
5,754
|
|
|
5,434
|
|
|
(1,004
|
)
|
|||
(Increase) decrease in other assets
|
(24,261
|
)
|
|
(1,520
|
)
|
|
1,879
|
|
|||
Increase (decrease) in accounts payable
|
15,040
|
|
|
(8,617
|
)
|
|
(1,672
|
)
|
|||
Increase (decrease) in deferred revenue
|
93
|
|
|
(659
|
)
|
|
1,153
|
|
|||
Increase (decrease) in accrued payroll and other liabilities
|
17,240
|
|
|
36,017
|
|
|
(25,415
|
)
|
|||
(Decrease) increase in accrued income taxes
|
(8,501
|
)
|
|
(18,898
|
)
|
|
20,141
|
|
|||
Increase (decrease) in pension and other long-term liabilities
|
4,089
|
|
|
(10,102
|
)
|
|
7,890
|
|
|||
Cash provided by operating activities
|
226,244
|
|
|
354,965
|
|
|
285,545
|
|
|||
CASH USED BY INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(61,262
|
)
|
|
(52,061
|
)
|
|
(58,089
|
)
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
(20,073
|
)
|
|
(105,909
|
)
|
|||
Proceeds from sale of certain optics assets
|
12,000
|
|
|
—
|
|
|
—
|
|
|||
Other investments
|
—
|
|
|
—
|
|
|
(3,002
|
)
|
|||
Cash used by investing activities
|
(49,262
|
)
|
|
(72,134
|
)
|
|
(167,000
|
)
|
|||
CASH USED BY FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net proceeds of long-term debt, including current portion
|
—
|
|
|
150,000
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(15,000
|
)
|
|
(11,250
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(139,238
|
)
|
|
(162,078
|
)
|
|
(214,195
|
)
|
|||
Dividends paid
|
(56,513
|
)
|
|
(51,404
|
)
|
|
(42,450
|
)
|
|||
Proceeds from shares issued pursuant to stock-based compensation plans
|
47,581
|
|
|
8,650
|
|
|
11,198
|
|
|||
Excess tax benefit of stock options exercised
|
11,161
|
|
|
1,069
|
|
|
1,284
|
|
|||
Other financing activities
|
(18
|
)
|
|
(1,100
|
)
|
|
(166
|
)
|
|||
Cash used by financing activities
|
(152,027
|
)
|
|
(66,113
|
)
|
|
(244,329
|
)
|
|||
Effect of exchange rate changes on cash
|
(36,057
|
)
|
|
4,019
|
|
|
6,677
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(11,102
|
)
|
|
220,737
|
|
|
(119,107
|
)
|
|||
Cash and cash equivalents, beginning of year
|
542,476
|
|
|
321,739
|
|
|
440,846
|
|
|||
Cash and cash equivalents, end of year
|
$
|
531,374
|
|
|
$
|
542,476
|
|
|
$
|
321,739
|
|
Note 1.
|
Nature of Business and Significant Accounting Policies
|
Note 1.
|
Nature of Business and Significant Accounting Policies—(Continued)
|
Note 1.
|
Nature of Business and Significant Accounting Policies—(Continued)
|
Note 1.
|
Nature of Business and Significant Accounting Policies—(Continued)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator for earnings per share:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
200,261
|
|
|
$
|
177,015
|
|
|
$
|
225,356
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(2,958
|
)
|
|||
Net earnings for basic and diluted earnings per share
|
$
|
200,261
|
|
|
$
|
177,015
|
|
|
$
|
222,398
|
|
Denominator for earnings per share:
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
141,143
|
|
|
142,446
|
|
|
151,634
|
|
|||
Assumed exercise of stock options and vesting of restricted stock awards, net of shares assumed reacquired under the treasury stock method
|
2,426
|
|
|
2,149
|
|
|
1,960
|
|
|||
Diluted shares outstanding
|
143,569
|
|
|
144,595
|
|
|
153,594
|
|
Note 1.
|
Nature of Business and Significant Accounting Policies—(Continued)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of goods sold
|
$
|
2,706
|
|
|
$
|
2,591
|
|
|
$
|
3,197
|
|
Research and development
|
5,218
|
|
|
4,938
|
|
|
5,001
|
|
|||
Selling, general and administrative
|
22,864
|
|
|
20,294
|
|
|
18,052
|
|
|||
Stock-based compensation expense before income taxes
|
30,788
|
|
|
27,823
|
|
|
26,250
|
|
|||
Income tax benefit
|
(7,475
|
)
|
|
(8,598
|
)
|
|
(7,737
|
)
|
|||
Total stock-based compensation expense after income taxes
|
$
|
23,313
|
|
|
$
|
19,225
|
|
|
$
|
18,513
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Capitalized in inventory
|
$
|
713
|
|
|
$
|
734
|
|
|
$
|
470
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Stock option awards:
|
|
|
|
|
|
|||
Risk-free interest rate
|
1.0
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
Expected dividend yield
|
1.2
|
%
|
|
1.5
|
%
|
|
1.3
|
%
|
Expected term
|
4.4 years
|
|
|
4.3 years
|
|
|
4.2 years
|
|
Expected volatility
|
28.7
|
%
|
|
33.7
|
%
|
|
39.7
|
%
|
Market-based restricted stock awards:
|
|
|
|
|
|
|||
Risk-free interest rate
|
—
|
|
|
0.3
|
%
|
|
0.4
|
%
|
Expected dividend yield
|
—
|
|
|
0.0
|
%
|
|
0.0
|
%
|
Expected term
|
—
|
|
|
2.2 years
|
|
|
3.0 years
|
|
Expected volatility
|
—
|
|
|
28.8
|
%
|
|
30.7
|
%
|
Expected volatility of S&P 500
|
—
|
|
|
18.1
|
%
|
|
19.6
|
%
|
Employee stock purchase plan:
|
|
|
|
|
|
|||
Risk-free interest rate
|
0.3
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
Expected dividend yield
|
1.2
|
%
|
|
1.4
|
%
|
|
1.3
|
%
|
Expected term
|
6 months
|
|
|
6 months
|
|
|
6 months
|
|
Expected volatility
|
23.9
|
%
|
|
28.1
|
%
|
|
25.2
|
%
|
Note 1.
|
Nature of Business and Significant Accounting Policies—(Continued)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Stock option awards:
|
|
|
|
|
|
||||||
Weighted average grant date fair value per share
|
$
|
7.41
|
|
|
$
|
5.92
|
|
|
$
|
6.43
|
|
Total fair value of awards granted
|
$
|
4,947
|
|
|
$
|
6,095
|
|
|
$
|
4,104
|
|
Total fair value of awards vested
|
$
|
4,662
|
|
|
$
|
5,059
|
|
|
$
|
6,023
|
|
Total intrinsic value of options exercised
|
$
|
35,663
|
|
|
$
|
4,642
|
|
|
$
|
5,928
|
|
Restricted stock unit awards:
|
|
|
|
|
|
||||||
Weighted average grant date fair value per share
|
$
|
32.80
|
|
|
$
|
23.94
|
|
|
$
|
17.23
|
|
Total fair value of awards granted
|
$
|
22,484
|
|
|
$
|
28,239
|
|
|
$
|
30,660
|
|
Total fair value of awards vested
|
$
|
30,277
|
|
|
$
|
13,846
|
|
|
$
|
12,710
|
|
Employee stock purchase plan:
|
|
|
|
|
|
||||||
Weighted average grant date fair value per share
|
$
|
7.38
|
|
|
$
|
5.94
|
|
|
$
|
4.66
|
|
Total fair value of shares estimated to be issued
|
$
|
1,144
|
|
|
$
|
1,169
|
|
|
$
|
1,694
|
|
Note 1.
|
Nature of Business and Significant Accounting Policies—(Continued)
|
|
|
Pension Plans
Items
|
|
Cash Flow
Hedge Items
|
|
Foreign
Currency
Items
|
|
Total
|
||||||||
Balance, December 31, 2013
|
|
$
|
(2,166
|
)
|
|
$
|
1,660
|
|
|
$
|
26,506
|
|
|
$
|
26,000
|
|
Other comprehensive income before reclassifications, net of tax
|
|
(375
|
)
|
|
(1,462
|
)
|
|
(88,462
|
)
|
|
(90,299
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) earnings, net of tax
|
|
163
|
|
|
727
|
|
|
—
|
|
|
890
|
|
||||
Net current period other comprehensive income, net of tax
|
|
(212
|
)
|
|
(735
|
)
|
|
(88,462
|
)
|
|
(89,409
|
)
|
||||
Balance, December 31, 2014
|
|
$
|
(2,378
|
)
|
|
$
|
925
|
|
|
$
|
(61,956
|
)
|
|
$
|
(63,409
|
)
|
Note 1.
|
Nature of Business and Significant Accounting Policies—(Continued)
|
Note 2.
|
Fair Value of Financial Instruments
|
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.
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Swedish kronor
|
$
|
67,809
|
|
|
$
|
99,214
|
|
Canadian dollar
|
17,446
|
|
|
2,914
|
|
||
British pound sterling
|
14,928
|
|
|
5,641
|
|
||
Australian dollar
|
6,566
|
|
|
5,986
|
|
||
Euro
|
5,391
|
|
|
265
|
|
||
Japanese yen
|
3,718
|
|
|
4,462
|
|
||
Other
|
3,150
|
|
|
3,448
|
|
||
|
$
|
119,008
|
|
|
$
|
121,930
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Other Current Assets
|
|
Other Current Liabilities
|
|
Other Current Assets
|
|
Other Current Liabilities
|
||||||||
Foreign exchange contracts
|
$
|
112
|
|
|
$
|
3,247
|
|
|
$
|
392
|
|
|
$
|
613
|
|
Note 3.
|
Derivative Financial Instruments - (Continued)
|
Contract Date
|
|
Notional Amount
(in millions)
|
|
Fixed Rate
|
|
Effective Date
|
|
Maturity Date
|
|||
March 15, 2013
|
|
$
|
61.9
|
|
|
1.02
|
%
|
|
April 5, 2013
|
|
March 31, 2019
|
March 29, 2013
|
|
$
|
61.9
|
|
|
0.97
|
%
|
|
April 5, 2013
|
|
March 31, 2019
|
Note 4.
|
Accounts Receivable
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Allowance for doubtful accounts, beginning of year
|
$
|
7,674
|
|
|
$
|
6,574
|
|
|
$
|
5,556
|
|
Charges to costs and expenses
|
1,723
|
|
|
1,571
|
|
|
2,383
|
|
|||
Write-offs of uncollectible accounts, net of recoveries
|
(961
|
)
|
|
(505
|
)
|
|
(1,055
|
)
|
|||
Business acquisitions and disposals
|
—
|
|
|
—
|
|
|
(351
|
)
|
|||
Currency translation adjustments
|
(422
|
)
|
|
34
|
|
|
41
|
|
|||
Allowance for doubtful accounts, end of year
|
$
|
8,014
|
|
|
$
|
7,674
|
|
|
$
|
6,574
|
|
Note 5.
|
Inventories
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Raw material and subassemblies
|
$
|
181,618
|
|
|
$
|
204,542
|
|
Work-in-progress
|
37,139
|
|
|
45,060
|
|
||
Finished goods
|
101,848
|
|
|
95,117
|
|
||
|
$
|
320,605
|
|
|
$
|
344,719
|
|
|
Estimated
Useful Life
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||||
Land
|
—
|
|
$
|
24,536
|
|
|
$
|
25,254
|
|
Buildings
|
30 years
|
|
133,152
|
|
|
115,206
|
|
||
Machinery and equipment
|
3 to 7 years
|
|
236,267
|
|
|
237,179
|
|
||
Office equipment and other
|
3 to 10 years
|
|
101,289
|
|
|
91,666
|
|
||
|
|
|
495,244
|
|
|
469,305
|
|
||
Less accumulated depreciation
|
|
|
(248,150
|
)
|
|
(235,264
|
)
|
||
|
|
|
$
|
247,094
|
|
|
$
|
234,041
|
|
Note 7.
|
Goodwill
|
|
Goodwill
|
||||
Balance, December 31, 2012
|
$
|
564,306
|
|
||
Goodwill from acquisitions
|
4,864
|
|
|||
Currency translation adjustments
|
6,531
|
|
|||
Balance, December 31, 2013
|
$
|
575,701
|
|
|
Surveillance
|
|
Instruments
|
|
OEM & Emerging Markets
|
|
Maritime
|
|
Security
|
|
Detection
|
|
Total
|
||||||||||||||
Balance, January 1, 2014
|
$
|
108,693
|
|
|
$
|
163,995
|
|
|
$
|
92,166
|
|
|
$
|
114,419
|
|
|
$
|
48,199
|
|
|
$
|
48,229
|
|
|
$
|
575,701
|
|
Currency translation adjustments
|
(1,266
|
)
|
|
(8,468
|
)
|
|
(4,683
|
)
|
|
(4,439
|
)
|
|
(2,489
|
)
|
|
(66
|
)
|
|
(21,411
|
)
|
|||||||
Other activity
|
—
|
|
|
—
|
|
|
(955
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(955
|
)
|
|||||||
Balance, December 31, 2014
|
$
|
107,427
|
|
|
$
|
155,527
|
|
|
$
|
86,528
|
|
|
$
|
109,980
|
|
|
$
|
45,710
|
|
|
$
|
48,163
|
|
|
$
|
553,335
|
|
|
Weighted
Average
Estimated
Useful Life
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||||
Product technology
|
11 years
|
|
$
|
67,620
|
|
|
$
|
69,919
|
|
Customer relationships
|
12 years
|
|
80,206
|
|
|
83,899
|
|
||
Trademarks and tradename portfolios
|
15 years
|
|
7,160
|
|
|
7,160
|
|
||
Tradename portfolio not subject to amortization
|
Indefinite
|
|
38,317
|
|
|
39,166
|
|
||
Other
|
5 years
|
|
21,562
|
|
|
21,996
|
|
||
Acquired identifiable intangibles
|
|
|
214,865
|
|
|
222,140
|
|
||
Less accumulated amortization
|
|
|
(87,997
|
)
|
|
(70,517
|
)
|
||
Net acquired identifiable intangibles
|
|
|
126,868
|
|
|
151,623
|
|
||
Patents
|
7 years
|
|
9,905
|
|
|
4,471
|
|
||
Less accumulated amortization
|
|
|
(4,544
|
)
|
|
(3,989
|
)
|
||
Net patents
|
|
|
5,361
|
|
|
482
|
|
||
Acquired in-place leases and other
|
7 years
|
|
9,309
|
|
|
9,333
|
|
||
Less accumulated amortization
|
|
|
(8,326
|
)
|
|
(7,243
|
)
|
||
Net acquired in-place leases and other
|
|
|
983
|
|
|
2,090
|
|
||
|
|
|
$
|
133,212
|
|
|
$
|
154,195
|
|
2015
|
$
|
16,801
|
|
2016
|
12,416
|
|
|
2017
|
11,936
|
|
|
2018
|
10,194
|
|
|
2019
|
9,439
|
|
Note 9.
|
Credit Agreement
|
Note 10.
|
Accrued Product Warranties
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Accrued product warranties, beginning of year
|
$
|
17,732
|
|
|
$
|
16,152
|
|
|
$
|
16,046
|
|
Amounts paid for warranty services
|
(10,267
|
)
|
|
(10,372
|
)
|
|
(12,317
|
)
|
|||
Warranty provisions for products sold
|
9,880
|
|
|
10,917
|
|
|
10,477
|
|
|||
Business acquisitions and disposals
|
—
|
|
|
—
|
|
|
839
|
|
|||
Currency translation adjustments and other
|
(1,170
|
)
|
|
1,035
|
|
|
1,107
|
|
|||
Accrued product warranties, end of year
|
$
|
16,175
|
|
|
$
|
17,732
|
|
|
$
|
16,152
|
|
|
|
|
|
|
|
||||||
Current accrued product warranties, end of year
|
$
|
13,538
|
|
|
$
|
14,665
|
|
|
$
|
13,169
|
|
Long-term accrued product warranties, end of year
|
$
|
2,637
|
|
|
$
|
3,067
|
|
|
$
|
2,983
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Unsecured notes
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Term loan
|
123,750
|
|
|
138,750
|
|
||
Unamortized discounts and issuance costs of unsecured notes
|
(764
|
)
|
|
(1,222
|
)
|
||
|
$
|
372,986
|
|
|
$
|
387,528
|
|
Current portion, long-term debt
|
$
|
15,000
|
|
|
$
|
15,000
|
|
Long-term debt
|
$
|
357,986
|
|
|
$
|
372,528
|
|
Note 12.
|
Commitments
|
|
Net
Operating
Leases
|
|
Other
Contractual
Obligations
|
||||
2015
|
$
|
6,431
|
|
|
$
|
1,008
|
|
2016
|
2,661
|
|
|
550
|
|
||
2017
|
1,772
|
|
|
550
|
|
||
2018
|
1,622
|
|
|
550
|
|
||
2019
|
948
|
|
|
—
|
|
||
Thereafter
|
624
|
|
|
—
|
|
||
Total minimum payments
|
$
|
14,058
|
|
|
$
|
2,658
|
|
Note 13.
|
Contingencies
|
Note 14.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
30,224
|
|
|
$
|
38,249
|
|
|
$
|
53,187
|
|
State
|
5,511
|
|
|
4,413
|
|
|
(3,075
|
)
|
|||
Foreign
|
11,389
|
|
|
13,483
|
|
|
21,138
|
|
|||
|
47,124
|
|
|
56,145
|
|
|
71,250
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
1,207
|
|
|
(252
|
)
|
|
3,194
|
|
|||
State
|
(1,115
|
)
|
|
(335
|
)
|
|
1,887
|
|
|||
Foreign
|
2,052
|
|
|
(3,587
|
)
|
|
(9,775
|
)
|
|||
|
2,144
|
|
|
(4,174
|
)
|
|
(4,694
|
)
|
|||
Total income tax provision
|
$
|
49,268
|
|
|
$
|
51,971
|
|
|
$
|
66,556
|
|
Note 14.
|
Income Taxes—(Continued)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets - current
|
$
|
38,873
|
|
|
$
|
38,389
|
|
Deferred tax assets - non-current
|
19,941
|
|
|
17,883
|
|
||
Deferred tax liabilities - non-current
|
(13,905
|
)
|
|
(12,255
|
)
|
||
Net deferred tax assets
|
$
|
44,909
|
|
|
$
|
44,017
|
|
Valuation allowance
|
$
|
13,277
|
|
|
$
|
13,456
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and allowances
|
$
|
34,389
|
|
|
$
|
28,677
|
|
Tax credit and loss carryforwards
|
25,858
|
|
|
32,637
|
|
||
Stock-based compensation
|
19,530
|
|
|
17,239
|
|
||
Inventory basis differences
|
10,565
|
|
|
11,421
|
|
||
Deferred revenue
|
4,608
|
|
|
1,775
|
|
||
Other assets
|
4,334
|
|
|
5,181
|
|
||
Gross deferred tax assets
|
99,284
|
|
|
96,930
|
|
||
Valuation allowance
|
(13,277
|
)
|
|
(13,456
|
)
|
||
Total deferred tax assets, net
|
86,007
|
|
|
83,474
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(34,737
|
)
|
|
(32,978
|
)
|
||
Property and equipment
|
(4,553
|
)
|
|
(5,455
|
)
|
||
Other liabilities
|
(1,808
|
)
|
|
(1,024
|
)
|
||
Total deferred tax liabilities
|
(41,098
|
)
|
|
(39,457
|
)
|
||
Net deferred tax assets
|
$
|
44,909
|
|
|
$
|
44,017
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Statutory federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rates resulting from:
|
|
|
|
|
|
|||
Foreign rate differential
|
(12.7
|
)
|
|
(11.6
|
)
|
|
(10.4
|
)
|
Foreign, federal and state income tax credits
|
(1.7
|
)
|
|
(2.2
|
)
|
|
(2.7
|
)
|
State taxes
|
2.1
|
|
|
1.0
|
|
|
0.3
|
|
Non-deductible expenses
|
—
|
|
|
1.1
|
|
|
0.7
|
|
Other
|
(3.0
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
Effective tax rate
|
19.7
|
%
|
|
22.7
|
%
|
|
22.8
|
%
|
Note 14.
|
Income Taxes—(Continued)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of year
|
$
|
29,533
|
|
|
$
|
35,143
|
|
|
$
|
29,200
|
|
Increases related to current year tax positions
|
1,457
|
|
|
979
|
|
|
7,220
|
|
|||
Increases related to prior year tax positions
|
569
|
|
|
714
|
|
|
1,559
|
|
|||
Decreases related to prior year tax positions
|
(781
|
)
|
|
(2,736
|
)
|
|
(343
|
)
|
|||
Lapse of statute of limitations
|
(5,165
|
)
|
|
(2,012
|
)
|
|
(1,887
|
)
|
|||
Settlements
|
(9,655
|
)
|
|
(2,555
|
)
|
|
(606
|
)
|
|||
Balance, end of year
|
$
|
15,401
|
|
|
$
|
29,533
|
|
|
$
|
35,143
|
|
Note 14.
|
Income Taxes—(Continued)
|
|
Tax Years:
|
United States Federal
|
2012 - 2013
|
State of California
|
2012 - 2013
|
State of Massachusetts
|
2011 - 2013
|
State of Oregon
|
2012 - 2013
|
Sweden
|
2011 - 2013
|
United Kingdom
|
2011 - 2013
|
Belgium
|
2011 - 2013
|
Note 15.
|
Stock-based Compensation
|
|
Shares
(in thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding at December 31, 2013
|
7,338
|
|
|
$
|
22.38
|
|
|
4.6
|
|
|
||
Granted
|
668
|
|
|
33.74
|
|
|
|
|
|
|||
Exercised
|
(2,362
|
)
|
|
18.72
|
|
|
|
|
|
|||
Forfeited
|
(73
|
)
|
|
30.80
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
5,571
|
|
|
$
|
25.14
|
|
|
5.0
|
|
$
|
42,547
|
|
Exercisable at December 31, 2014
|
4,325
|
|
|
$
|
24.23
|
|
|
4.0
|
|
$
|
37,022
|
|
Vested and expected to vest at December 31, 2014
|
5,496
|
|
|
$
|
25.11
|
|
|
5.0
|
|
$
|
42,147
|
|
Note 15.
|
Stock-based Compensation - (Continued)
|
|
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Outstanding at December 31, 2013
|
2,788
|
|
|
$
|
21.16
|
|
Granted
|
685
|
|
|
32.80
|
|
|
Vested and distributed
|
(883
|
)
|
|
25.15
|
|
|
Forfeited
|
(176
|
)
|
|
23.67
|
|
|
Outstanding at December 31, 2014
|
2,414
|
|
|
$
|
22.83
|
|
Note 16.
|
Other Employee Benefit Plans
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net (loss) earnings
|
$
|
(372
|
)
|
|
$
|
2,665
|
|
|
$
|
448
|
|
Prior service cost
|
160
|
|
|
296
|
|
|
297
|
|
|||
|
$
|
(212
|
)
|
|
$
|
2,961
|
|
|
$
|
745
|
|
Note 16.
|
Other Employee Benefit Plans - (Continued)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net loss
|
$
|
(2,208
|
)
|
|
$
|
(1,836
|
)
|
Prior service cost
|
(170
|
)
|
|
(330
|
)
|
||
|
$
|
(2,378
|
)
|
|
$
|
(2,166
|
)
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
12,551
|
|
|
$
|
24,932
|
|
Service costs
|
166
|
|
|
254
|
|
||
Interest costs
|
444
|
|
|
883
|
|
||
Actuarial (gain) loss
|
890
|
|
|
(296
|
)
|
||
Benefits paid
|
(1,338
|
)
|
|
(13,292
|
)
|
||
Foreign currency changes
|
(900
|
)
|
|
70
|
|
||
Benefit obligation at December 31
|
$
|
11,813
|
|
|
$
|
12,551
|
|
Fair value of plan assets at December 31
|
$
|
—
|
|
|
$
|
—
|
|
Unfunded status at December 31
|
$
|
11,813
|
|
|
$
|
12,551
|
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
||||
Current liabilities
|
$
|
335
|
|
|
$
|
383
|
|
Non-current liabilities
|
$
|
11,478
|
|
|
$
|
12,168
|
|
|
Year Ended December 31,
|
||||
|
2014
|
|
2013
|
||
Net periodic benefit cost:
|
|
|
|
||
SERP:
|
|
|
|
||
Discount rate
|
4.75
|
%
|
|
3.75
|
%
|
Rate of increase in compensation levels
|
3.00
|
%
|
|
3.00
|
%
|
Defined benefit pension plan for employees outside the United States:
|
|
|
|
||
Discount rate
|
1.90
|
%
|
|
3.50
|
%
|
Funded status and projected benefit obligation:
|
|
|
|
||
SERP:
|
|
|
|
||
Discount rate
|
3.75
|
%
|
|
4.75
|
%
|
Rate of increase in compensation levels
|
3.00
|
%
|
|
3.00
|
%
|
Defined benefit pension plan for employees outside the United States:
|
|
|
|
||
Discount rate
|
1.90
|
%
|
|
3.50
|
%
|
Note 16.
|
Other Employee Benefit Plans - (Continued)
|
2015
|
$
|
335
|
|
2016
|
327
|
|
|
2017
|
326
|
|
|
2018
|
313
|
|
|
2019
|
314
|
|
|
Five years thereafter
|
10,268
|
|
|
|
$
|
11,883
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Service costs
|
$
|
166
|
|
|
$
|
254
|
|
|
$
|
267
|
|
Interest costs
|
444
|
|
|
883
|
|
|
936
|
|
|||
Net amortization and deferral
|
279
|
|
|
1,111
|
|
|
1,205
|
|
|||
Settlement loss
|
163
|
|
|
3,305
|
|
|
—
|
|
|||
Net periodic pension costs
|
$
|
1,052
|
|
|
$
|
5,553
|
|
|
$
|
2,408
|
|
|
Year Ending December 31, 2015
|
||
Net loss
|
$
|
140
|
|
Net prior service cost
|
160
|
|
|
|
$
|
300
|
|
Note 17.
|
Operating Segments and Related Information
|
Note 17.
|
Operating Segments and Related Information - (Continued)
|
Note 17.
|
Operating Segments and Related Information—(Continued)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
(as reclassified)
|
|
2012
(as reclassified)
|
||||||
Revenue—External Customers:
|
|
|
|
|
|
||||||
Surveillance
|
$
|
492,213
|
|
|
$
|
531,338
|
|
|
$
|
560,165
|
|
Instruments
|
354,124
|
|
|
337,531
|
|
|
339,029
|
|
|||
OEM & Emerging
|
226,865
|
|
|
207,204
|
|
|
194,982
|
|
|||
Maritime
|
192,636
|
|
|
189,076
|
|
|
178,294
|
|
|||
Security
|
179,090
|
|
|
141,005
|
|
|
52,013
|
|
|||
Detection
|
85,726
|
|
90,218
|
|
80,875
|
||||||
|
$
|
1,530,654
|
|
|
$
|
1,496,372
|
|
|
$
|
1,405,358
|
|
Revenue—Intersegments:
|
|
|
|
|
|
||||||
Surveillance
|
$
|
7,209
|
|
|
$
|
5,928
|
|
|
$
|
16,418
|
|
Instruments
|
1,793
|
|
|
7,312
|
|
|
11,738
|
|
|||
OEM & Emerging
|
21,856
|
|
|
25,063
|
|
|
31,448
|
|
|||
Maritime
|
2,936
|
|
|
—
|
|
|
7
|
|
|||
Security
|
11,017
|
|
|
—
|
|
|
—
|
|
|||
Detection
|
95
|
|
|
1,730
|
|
|
4,233
|
|
|||
Eliminations
|
(44,906
|
)
|
|
(40,033
|
)
|
|
(63,844
|
)
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
||||||
Surveillance
|
$
|
113,048
|
|
|
$
|
122,095
|
|
|
$
|
170,015
|
|
Instruments
|
98,954
|
|
|
81,070
|
|
|
87,133
|
|
|||
OEM & Emerging
|
64,423
|
|
|
52,724
|
|
|
61,995
|
|
|||
Maritime
|
24,494
|
|
|
22,287
|
|
|
18,467
|
|
|||
Security
|
24,871
|
|
|
17,340
|
|
|
15,133
|
|
|||
Detection
|
10,958
|
|
|
8,888
|
|
|
588
|
|
|||
Other
|
(77,504
|
)
|
|
(63,661
|
)
|
|
(50,001
|
)
|
|||
|
$
|
259,244
|
|
|
$
|
240,743
|
|
|
$
|
303,330
|
|
Note 17.
|
Operating Segments and Related Information—(Continued)
|
|
December 31,
|
||||||
|
2014
|
|
2013
(as reclassified)
|
||||
Segment assets (accounts receivable, net and inventories):
|
|
|
|
||||
Surveillance
|
$
|
305,078
|
|
|
$
|
282,037
|
|
Instruments
|
119,629
|
|
|
117,336
|
|
||
OEM & Emerging
|
83,448
|
|
|
88,317
|
|
||
Maritime
|
67,775
|
|
|
68,915
|
|
||
Security
|
59,182
|
|
|
45,053
|
|
||
Detection
|
40,151
|
|
29,634
|
||||
|
$
|
675,263
|
|
|
$
|
631,292
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States government
|
$
|
310,431
|
|
|
$
|
354,902
|
|
|
$
|
373,540
|
|
Note 18.
|
Business Acquisitions
|
Inventories
|
$
|
741
|
|
Property and equipment
|
9,246
|
|
|
Net tangible assets
|
9,987
|
|
|
Identifiable intangible assets
|
2,520
|
|
|
Goodwill
|
2,401
|
|
|
Purchase price
|
$
|
14,908
|
|
|
Estimated
Useful Life
|
|
Amount
|
||
Patented/Proprietary Technology
|
12 years
|
|
$
|
2,000
|
|
Backlog
|
2 years
|
|
150
|
|
|
Customer Relationships
|
2.5 years
|
|
370
|
|
|
|
|
|
$
|
2,520
|
|
Note 19.
|
Shareholders’ Equity
|
Note 20.
|
Restructuring Costs
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
2012
|
||||||
Cost of goods sold
|
$
|
591
|
|
|
$
|
1,689
|
|
$
|
—
|
|
Restructuring expenses
|
16,383
|
|
|
25,832
|
|
2,000
|
|
|||
|
$
|
16,974
|
|
|
$
|
27,521
|
|
$
|
2,000
|
|
|
Severance
|
|
Inventory
write downs |
|
Facilities Exit, Lease Terminations & Other
|
|
Total
|
||||||||
2013 restructuring expenses
|
$
|
19,866
|
|
|
$
|
1,689
|
|
|
$
|
5,966
|
|
|
$
|
27,521
|
|
Utilization
|
(1,675
|
)
|
|
(1,689
|
)
|
|
(2,296
|
)
|
|
(5,660
|
)
|
||||
Balance, December 31, 2013
|
18,191
|
|
|
—
|
|
|
3,670
|
|
|
21,861
|
|
||||
2014 restructuring expenses
|
11,860
|
|
|
590
|
|
|
4,524
|
|
|
16,974
|
|
||||
Utilization
|
(19,110
|
)
|
|
(590
|
)
|
|
(6,709
|
)
|
|
(26,409
|
)
|
||||
Balance, December 31, 2014
|
$
|
10,941
|
|
|
$
|
—
|
|
|
$
|
1,485
|
|
|
$
|
12,426
|
|
Note 21.
|
Subsequent Events
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
FLIR SYSTEMS, INC.
(In thousands, except per share data)
|
|||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
351,542
|
|
|
$
|
369,380
|
|
|
$
|
375,366
|
|
|
$
|
434,366
|
|
Gross profit
(1)
|
168,532
|
|
|
182,718
|
|
|
184,386
|
|
|
214,737
|
|
||||
Net earnings
(2)
|
29,894
|
|
|
44,758
|
|
|
52,857
|
|
|
72,752
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.21
|
|
|
$
|
0.32
|
|
|
$
|
0.37
|
|
|
$
|
0.52
|
|
Diluted earnings per share
|
$
|
0.21
|
|
|
$
|
0.31
|
|
|
$
|
0.37
|
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
348,583
|
|
|
$
|
389,329
|
|
|
$
|
358,141
|
|
|
$
|
400,319
|
|
Gross profit
(3)
|
183,987
|
|
|
190,041
|
|
|
172,890
|
|
|
190,092
|
|
||||
Net earnings
(4)
|
51,636
|
|
|
50,158
|
|
|
46,486
|
|
|
28,735
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.36
|
|
|
$
|
0.35
|
|
|
$
|
0.33
|
|
|
$
|
0.20
|
|
Diluted earnings per share
|
$
|
0.35
|
|
|
$
|
0.35
|
|
|
$
|
0.32
|
|
|
$
|
0.20
|
|
(1)
|
2014 Gross profit includes restructuring expenses of
$0.6 million
reported in the first quarter.
|
(2)
|
2014 Net earnings includes restructuring expenses of
$8.4 million
reported in the first quarter,
$3.5 million
reported in the second quarter,
$4.1 million
reported in the third quarter and
$1.0 million
reported in the fourth quarter.
|
(3)
|
2013 Gross profit includes restructuring expenses of
$1.7 million
reported in the fourth quarter.
|
(4)
|
2013 Net earnings includes restructuring expenses of
$27.5 million
reported in the fourth quarter.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Number
|
Description
|
3.1
|
Second Restated Articles of Incorporation of FLIR Systems, Inc., as amended through May 12, 2008 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed on February 27, 2009).
|
3.2
|
Fifth Amendment to Second Restated Articles of Incorporation of FLIR Systems, Inc. as amended on April 25, 2013 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 8, 2013).
|
3.3
|
Second Restated Bylaws of FLIR Systems, Inc., as amended through October 23, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 30, 2013).
|
4.1
|
Indenture, dated August 19, 2011, between FLIR Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 19, 2011).
|
4.2
|
First Supplemental Indenture, dated August 19, 2011, between FLIR Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 19, 2011).
|
4.3
|
Form of 3.750% Note due September 1, 2016 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on August 19, 2011).
|
4.4
|
Second Supplemental Indenture, dated January 30, 2012, between FLIR Commercial Systems, Inc., FLIR Government Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed on February 29, 2012).
|
4.5
|
Third Supplemental Indenture, dated December 31, 2014, between FLIR Surveillance, Inc. and U.S. Bank National Association, as trustee.
|
10.1
|
1993 Stock Option Plan for Non-employee Directors (incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1 (File No. 33-62582)).
(1)
|
10.2
|
FLIR Systems, Inc. 2002 Stock Incentive Plan, amended October 23, 2013 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 8, 2013).
(1)
|
10.3
|
FLIR Systems, Inc. 2002 Stock Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 10, 2005).
(1)
|
10.4
|
Form of 2007 Executive Bonus Plan Performance Award Agreement dated as of March 14, 2007 (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed on March 16, 2007).
(1)
|
10.5
|
Form of Stock Option Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on May 4, 2007).
(1)
|
10.6
|
Form of Deferred Stock Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed on May 4, 2007).
(1)
|
10.7
|
FLIR Systems, Inc. 2009 Employee Stock Purchase Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on March 20, 2009)
(1)
|
10.8
|
Amended and Restated FLIR Systems, Inc. Supplemental Executive Retirement Plan, as amended and restated on October 22, 2009 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed on February 26, 2010).
(1)
|
10.9
|
Credit Agreement by and among FLIR Systems, Inc. and certain subsidiaries of FLIR Systems, Inc., as borrowers, Bank of America, N.A., U.S. Bank National Association, JPMorgan Chase Bank N.A. and other Lenders identified therein as of February 8, 2011 (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on March 1, 2011).
|
10.10
|
First Amendment to Credit Agreement by and among FLIR Systems, Inc. and certain subsidiaries of FLIR Systems, Inc., as borrowers, Bank of America, N.A., U.S. Bank National Association, JPMorgan Chase Bank N.A. and other Lenders dated August 9, 2011 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 12, 2011).
|
(1)
|
This exhibit constitutes a management contract or compensatory plan or arrangement.
|
|
FLIR SYSTEMS, INC.
|
||
|
(Registrant)
|
||
|
|
|
|
|
By:
|
|
/
S
/ A
NTHONY
L. T
RUNZO
|
|
|
|
Anthony L. Trunzo
Sr. Vice President, Finance and Chief Financial Officer
|
Signature
|
|
Title
|
/
S
/ A
NDREW
C. T
EICH
|
|
President and Chief Executive Officer
|
Andrew C. Teich
|
|
|
|
|
|
/
S
/ A
NTHONY
L. T
RUNZO
|
|
Sr. Vice President, Finance and Chief Financial Officer
|
Anthony L. Trunzo
|
|
(Principal Financial Officer)
|
|
|
|
/
S
/ D
AVID
A. M
UESSLE
|
|
Vice President and Corporate Controller
|
David A. Muessle
|
|
(Principal Accounting Officer)
|
|
|
|
/
S
/ E
ARL
R. L
EWIS
|
|
Chairman of the Board of Directors
|
Earl R. Lewis
|
|
|
|
|
|
/
S
/ J
OHN
D. C
ARTER
|
|
Director
|
John D. Carter
|
|
|
|
|
|
/
S
/ W
ILLIAM
W. C
ROUCH
|
|
Director
|
William W. Crouch
|
|
|
|
|
|
/s/ C
ATHERINE
A. H
ALLIGAN
|
|
Director
|
Catherine A. Halligan
|
|
|
|
|
|
/
S
/ A
NGUS
L. M
ACDONALD
|
|
Director
|
Angus L. Macdonald
|
|
|
|
|
|
/s/ C
ATHY
A. S
TAUFFER
|
|
Director
|
Cathy A. Stauffer
|
|
|
|
|
|
/
S
/ M
ICHAEL
T. S
MITH
|
|
Director
|
Michael T. Smith
|
|
|
|
|
|
/
S
/ J
OHN
W. W
OOD
, J
R
.
|
|
Director
|
John W. Wood, Jr.
|
|
|
|
|
|
/
S
/ S
TEVEN
E. W
YNNE
|
|
Director
|
Steven E. Wynne
|
|
|
Title:
|
Chief Financial Officer
|
By:
/s/ Cheryl Nelson
|
Name: Cheryl Nelson |
Subsidiary
|
Jurisdiction
|
Owner
|
% of
Ownership
|
FLIR Surveillance, Inc.
|
Delaware
|
FLIR Government Systems, Inc.
|
100%
|
•
|
FLIR Systems Ltd., a United Kingdom Corporation
|
•
|
FLIR Systems CV, a Netherlands Corporation
|
•
|
FLIR Commercial Systems, Inc., a California, USA Corporation
|
•
|
FSI Holdings, Inc., an Oregon, USA Corporation
|
•
|
FLIR Systems Aviation, LLC, an Oregon, USA Limited Liability Company
|
•
|
FLIR Government Systems, Inc., a Delaware, USA Corporation
|
1.
|
I have reviewed this annual report on Form 10-K of FLIR Systems, Inc.;
|
2.
|
Based on my knowledge, this annual 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 February 27, 2015
|
|
/s/ A
NDREW
C. T
EICH
|
|
|
Andrew C. Teich
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of FLIR Systems, Inc.;
|
2.
|
Based on my knowledge, this annual 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 February 27, 2015
|
|
/s/ A
NTHONY
L. T
RUNZO
|
|
|
Anthony L. Trunzo
|
|
|
Sr. Vice President, Finance and Chief Financial Officer
|
Date February 27, 2015
|
|
/s/ A
NDREW
C. T
EICH
|
|
|
Andrew C. Teich
|
|
|
President and Chief Executive Officer
|
Date February 27, 2015
|
|
/s/ A
NTHONY
L. T
RUNZO
|
|
|
Anthony L. Trunzo
|
|
|
Chief Financial Officer
|