Prepared by R.R. Donnelley Financial -- Form 11-K for the fiscal year ended 12/31/2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
x |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2001
OR
¨ |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
.
Commission file number 0-21918
A. Full title of the plan and the address of the plan, if different from that of the issued named below:
FLIR Systems, Inc. 401(k) Savings Plan and Trust
16505 S.W. 72nd Avenue
Portland, Oregon 97224
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive officers:
FLIR Systems, Inc.
16505 S.W. 72nd Avenue
Portland, Oregon 97224
FLIR SYSTEMS, INC. 401(K) SAVINGS PLAN AND
TRUST
FINANCIAL STATEMENTS AND SCHEDULE
December 31, 2001 and 2000
(With Independent Auditors’ Reports Thereon)
401(K) SAVINGS PLAN AND TRUST
December 31, 2001 and 2000
INDEX TO FINANCIAL STATEMENTS AND
SCHEDULE
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Page
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1 |
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2 |
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| Financial Statements: |
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3 |
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4 |
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5-8 |
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| Supplemental Schedule |
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9 |
INDEPENDENT AUDITORS’ REPORT
The Plan Administrator
FLIR Systems, Inc. 401(k)
Savings Plan and Trust:
We have audited the accompanying statement of net
assets available for plan benefits of FLIR Systems, Inc. 401(k) Savings Plan and Trust (the Plan) as of December 31, 2001, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2001. These
financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available
for plan benefits as of December 31, 2001, and the changes in net assets available for plan benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental schedule of assets held at end of year is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Portland, Oregon
June 26, 2002
1
THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP REPORT AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
FLIR Systems, Inc. 401(k) Savings Plan and Trust:
We have audited the accompanying statements of net assets available for plan benefits of FLIR Systems, Inc. 401(k) Savings Plan and Trust
(the Plan) as of December 31, 2000 and 1999, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2000. These financial statements and the schedule referred to below are the responsibility of
the Plan’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 2000 and
1999, and the changes in net assets available for plan benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year
is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ ARTHUR
ANDERSEN LLP
Portland, Oregon
June 8, 2001
2
401(K) SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 2001 and 2000
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|
2001
|
|
2000
|
| Investments, at fair value: |
|
|
|
|
|
|
| Shares in registered investment companies: |
|
|
|
|
|
|
| Janus Aspen International Growth Portfolio |
|
$ |
812,978 |
|
$ |
1,078,325 |
| PIMCO Total Return Fund |
|
|
2,831,583 |
|
|
752,362 |
| Putnam Investors Fund |
|
|
2,652,767 |
|
|
4,187,435 |
| Putnam Vista Fund |
|
|
405,931 |
|
|
334,691 |
| Putnam Research Fund |
|
|
1,602,339 |
|
|
2,062,573 |
| Putnam OTC and Emerging Growth Fund |
|
|
869,712 |
|
|
1,027,842 |
| Putnam Voyager II Fund |
|
|
326,149 |
|
|
196,200 |
| Putnam International Voyager Fund |
|
|
466,468 |
|
|
507,686 |
| Putnam S & P 500 Index Fund |
|
|
1,505,111 |
|
|
1,042,510 |
| Putnam Balanced Fund |
|
|
2,911,476 |
|
|
3,814,175 |
| Putnam Money Market Fund |
|
|
4,109,549 |
|
|
3,419,471 |
| Putnam Equity Income Fund |
|
|
253,058 |
|
|
— |
| Common stock: |
|
|
|
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| FLIR Systems, Inc. |
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|
11,485,991 |
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|
1,748,059 |
| Participant loans |
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|
441,451 |
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|
543,794 |
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| Total investments |
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30,674,563 |
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20,715,123 |
| Receivables: |
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| Participant contributions |
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|
57,054 |
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|
124,963 |
| Employer contributions |
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|
28,528 |
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|
62,686 |
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| Total receivables |
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|
85,582 |
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|
187,649 |
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| Net assets available for plan benefits |
|
$ |
30,760,145 |
|
$ |
20,902,772 |
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See accompanying notes to financial
statements.
3
401(K) SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended December
31, 2001
| Additions: |
|
|
|
| Participant contributions |
|
$ |
2,108,228 |
| Rollover contributions |
|
|
205,081 |
| Employer contributions |
|
|
1,049,645 |
| Interest and dividend income |
|
|
44,093 |
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|
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| Total additions |
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|
3,407,047 |
| Deductions: |
|
|
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| Benefits and withdrawals paid to participants |
|
|
2,422,899 |
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|
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| Total deductions |
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|
2,422,899 |
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|
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| Net increase |
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|
984,148 |
| Net realized and unrealized appreciation in fair value of investments |
|
|
8,873,225 |
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|
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| Net increase |
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|
9,857,373 |
| Net assets available for plan benefits, beginning year |
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20,902,772 |
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| Net assets available for plan benefits, end of year |
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$ |
30,760,145 |
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|
See accompanying notes to financial statements.
4
401(K) SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
(1) Plan Description
The following description of the FLIR Systems, Inc. 401(k) Savings Plan and Trust (the Plan) is provided for general information purposes only. More complete information regarding the Plan’s
provisions may be found in the Plan document.
(a) General
The Plan is a defined contribution plan established by FLIR Systems, Inc. (the Company) under the provisions of Section 401(a) of the
Internal Revenue Code (IRC), which includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA), as amended.
Under the terms of the agreement between the Company and Putnam
Fiduciary Trust Company (the Trustee or Putnam), all investments of the Plan are held in a trust by the Trustee. A committee composed of management employees of the Company administers the Plan.
(b) Eligibility
Employees are eligible to participate in the Plan if the employee is not covered by a collective bargaining agreement, is not a nonresident alien, and has attained the age of 18. Qualifying employees may begin to participate in the
Plan at the first quarterly enrollment date after employment.
(c) Contributions
Eligible employees may contribute an amount up to 15 percent of compensation as defined by the Plan, limited
by requirements of the IRC. The Company may, at the discretion of management, make a matching and/or profit sharing contribution to the Plan. In 2001, the discretionary matching contributions were equal to 50 percent of the employees’
contributions. The Company matching contributions to the Plan are allocated based on participant-elected allocation percentages.
(d) Vesting
Participants are fully vested in their contributions,
transfers from other qualified plans and the earnings thereon. Vesting in the participant’s share of Company matching contributions and the earnings thereon is based on years of continuous service, according to the following schedule:
| Years of service
|
|
Percentage vested
|
| Less than 1 |
|
0% |
| 1 |
|
34% |
| 2 |
|
67% |
| 3 |
|
100% |
5
FLIR SYSTEMS, INC.
401(K)
SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS—(Continued)
Prior to completing three years of service, a participant becomes 100
percent vested in the participant’s share of Company matching contributions and the earnings thereon upon reaching age 55, death, or total and permanent disability while employed.
(e) Participant Loans
Participants may borrow the lesser of $50,000 or 50 percent of their vested account balance, subject to a $2,500 minimum and other certain restrictions. As the participant repays these loans, the proceeds, including interest, are
returned to the participant’s account. Loans are repayable through payroll deductions over periods ranging up to five years. Prior to June 1, 2000, participants were allowed to repay loans over periods greater than five years if for the
purchase of a primary residence. The interest rate on loans is the prime rate on the first business day of the month in which the participant requests the loan plus 1.5 percent. Interest rates on outstanding loans at December 31, 2001 ranged from
6.5 percent to 11.0 percent, with maturities through 2025.
(f) Benefits
Upon termination of service due to death, disability or retirement, a participant may elect to receive either
a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or annual installments over a period not to exceed the beneficiary’s assumed life expectancy. For termination of service due to other reasons,
a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.
(g) Withdrawals
Except upon death, total disability, termination or
retirement, withdrawal of participant balances requires approval of the Plan Administrator. Such approval is limited to cases of financial hardship, as allowed by the IRC.
(h) Participant Accounts
Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions, the Company’s matching contributions and an allocation of the Plan’s net earnings and
related administrative expenses. Allocation of earnings is based on the proportion of the participant’s account balance to the total of all participants’ account balances within each investment option period.
(i) Breaks in Service and Forfeited Accounts
A one-year break in service occurs in any plan year during which a participant does not have more than 1,000 hours of service. Upon returning to the Company before five one
year breaks in service, a participant’s nonvested account balance will be restored, provided any vested amounts distributed are repaid to the Plan. Any forfeiture of nonvested portions of the Company’s contribution account balance is
utilized to offset Company contributions.
6
FLIR SYSTEMS, INC.
401(K)
SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS—(Continued)
(j) Investment Options
Participants may direct their elective contributions, including Company matching contributions, and any related earnings, into
12 investment options offered by Putnam and FLIR Systems, Inc. common stock. Changes to contribution allocations may be made by participants on a daily basis. Exchanges between investment options may also be made by participants on a daily basis;
however, exchanges involving FLIR Systems, Inc. common stock are subject to the Company’s insider trading policy.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying financial statements are
prepared on the accrual basis of accounting. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to make estimates and assumptions
that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates.
(b) Investment Valuation
The Plan’s investments in shares of
registered investment companies are stated at fair value which is based on the quoted market price of the underlying investments. Investments in the FLIR Stock Fund are stated at the quoted fair value of the Company’s common stock. Participant
loans are valued at cost.
The Plan assets are invested in various investments. Investment securities, in general,
are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits.
(c) Income Recognition
Purchases
and sales of securities are recorded on a settlement-date basis. Interest income is recognized as earned on the accrual basis. Dividend income is recorded on the ex-dividend date.
(d) Net Realized and Unrealized Appreciation in Fair Value of Investments
Net realized and unrealized appreciation consists of the net change in unrealized appreciation during the year on investments held at the end of the year and the realized
gain and loss on investments sold during the year.
Brokerage fees are added to the acquisition cost of assets
purchased and subtracted from the proceeds of assets sold.
(e) Payment of Benefits
Benefit payments to participants are recorded upon distribution.
7
FLIR SYSTEMS, INC.
401(K)
SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS—(Continued)
(f) Administrative Expenses
Administrative expenses are allocated to participants and included in net realized and unrealized
appreciation in fair value of investments on the statement of changes in net assets available for plan benefits.
(3) Investments
Net realized and unrealized appreciation of
investments is comprised of the following for the year ended December 31, 2001:
| |
|
|
|
| Shares in registered investment companies |
|
$ |
(2,793,024 |
) |
| FLIR Systems, Inc. common stock |
|
|
11,666,249 |
|
| |
|
|
|
|
| |
|
$ |
8,873,225 |
|
| |
|
|
|
|
(4) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated April 16, 1997, that the Plan is qualified and that
the trust established under the Plan is tax-exempt, under the appropriate sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan’s tax counsel believe that the Plan
is currently designed and being operated in compliance with the applicable requirements of the IRC.
(5) Plan
Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. The Company may elect, at its discretion, to
make a complete distribution of the assets or to continue the trust created by the Plan and distribute benefits in such a manner as though the Plan has not been terminated.
(6) Related Party Transactions
Certain Plan investments are shares in registered investment companies managed by Putnam. Putnam is the Trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions.
8
FLIR SYSTEMS, INC.
401(K) SAVINGS PLAN AND TRUST
EIN 93-0708501
Plan No. 001
SCHEDULE H—PART IV—LINE 4I—SCHEDULE
OF ASSETS HELD AT END OF YEAR
December 31, 2001
(Note 7)
| Identity of issue, borrower, lessor, or similar party
|
|
Description of investment, including maturity date, rate of interest,
collateral, par, or maturity value
|
|
Current value
|
| |
|
Shares in registered investment companies: |
|
|
|
| Janus Funds |
|
Janus Aspen International Growth Portfolio |
|
$ |
812,978 |
| Pacific Investment Management Company |
|
PIMCO Total Return Fund |
|
|
2,831,583 |
| *Putnam Fiduciary Trust Company |
|
Putnam Investors Fund |
|
|
2,652,767 |
| *Putnam Fiduciary Trust Company |
|
Putnam Vista Fund |
|
|
405,931 |
| *Putnam Fiduciary Trust Company |
|
Putnam Research Fund |
|
|
1,602,339 |
| *Putnam Fiduciary Trust Company |
|
Putnam OTC and Emerging Growth Fund |
|
|
869,712 |
| *Putnam Fiduciary Trust Company |
|
Putnam Voyager II Fund |
|
|
326,149 |
| *Putnam Fiduciary Trust Company |
|
Putnam International Voyager Fund |
|
|
466,468 |
| *Putnam Fiduciary Trust Company |
|
Putnam S&P Index Fund |
|
|
1,505,111 |
| *Putnam Fiduciary Trust Company |
|
Putnam Balanced Fund |
|
|
2,911,476 |
| *Putnam Fiduciary Trust Company |
|
Putnam Money Market Fund |
|
|
4,109,549 |
| |
|
Putnam Equity Income Fund |
|
|
253,058 |
| *FLIR Systems, Inc. |
|
Common stock: |
|
|
11,485,991 |
| |
|
FLIR Systems, Inc. common stock |
|
|
|
| *Participants |
|
Participant loans (6.5% to 11.0% maturing through 2025) |
|
|
441,451 |
| |
|
|
|
|
|
| |
|
Total investments |
|
$ |
30,674,563 |
| |
|
|
|
|
|
* |
|
Represents a party-in-interest transaction as of December 31, 2001. |
Note: |
|
Cost is calculated on a moving average basis. |
See accompanying independent auditors’ report.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
| FLIR SYSTEMS, INC. 401(K) SAVINGS PLAN AND
TRUST |
| |
| FLIR SYSTEMS, INC. (Plan Sponsor) |
| |
| By: |
|
/s/ STEPHEN M.
BAILEY
|
| |
|
Stephen M. Bailey Sr. Vice
President, Finance and Chief Financial Officer (Principal Accounting and Financial Officer and Duly Authorized Officer) |
Date: June 28, 2002
10