8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2005

FLIR Systems, Inc.

(Exact name of Registrant as specified in its charter)

Oregon	0-21918	93-0708501
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

16505 S.W. 72nd Avenue, Portland, Oregon	97224
(Address of principal executive offices)	(Zip Code)

(503) 684-3731

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 2, 2005, FLIR Systems, Inc. (the “Company”) issued a press release announcing (i) its financial results for the quarter and year ended December 31, 2004, and (ii) its reiteration of expectations of revenue and net earnings per share for the year ending December 31, 2005. The press release is furnished herewith as Exhibit 99.1 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1 Press Release issued by FLIR Systems, Inc. on February 2, 2005.

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 February 2, 2005.

FLIR SYSTEMS, INC. (Registrant)
By:	/s/ STEPHEN M. BAILEY
	Stephen M. Bailey       Senior Vice President, Finance and       Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Company contact: Anthony Trunzo FLIR Systems, Inc. (503) 684-3731 www.flir.com Investor Contact: Neil Berkman Associates (310) 277 - 5162 info@BerkmanAssociates.com

FLIR Systems Reports Fourth Quarter

And Full Year 2004 Financial Results

Full Year Net Earnings Rise 60% on 55% Increase in Revenue;

Results Reflect Two-For-One Stock Split

Company Reiterates Fiscal 2005 Financial Outlook

PORTLAND, Ore. — February 2, 2005 — FLIR Systems, Inc. (NASDAQ:FLIR) announced today that net earnings for the fourth quarter ended December 31, 2004 increased 61% to $24.1 million, or $0.31 per diluted share, after giving effect to the two-for-one stock split effective as of February 2, 2005. This compares to net earnings for the fourth quarter of 2003 of $15.0 million, or $0.21 per diluted share when adjusted for the two-for-one stock split, and the effect of the assumed conversion of the Company’s convertible notes. Revenue for the 2004 fourth quarter increased 48% to $143.7 million, up from $97.4 million for the fourth quarter of 2003. Revenue at the Company’s Imaging division increased 55%, while revenue at the Company’s Thermography division increased 36% as compared to the fourth quarter last year.

For the twelve months ended December 31, 2004, net earnings rose 60% to a record $71.5 million, or $0.94 per diluted share, compared to net earnings for the full year 2003 of $44.7 million, or $0.62 per diluted share, both when adjusted for the two-for-one stock split, and the effect of the assumed conversion of the Company’s convertible notes. Revenue for 2004 was $482.7 million, an increase of 55% from the $312 million generated in 2003. Revenue from the Company’s Imaging division increased by 65%, while revenue from the Company’s Thermography division increased by 37% compared to the prior year.

Cash generated from operations totaled $14.5 million for the fourth quarter and $75.1 million for 2004. At 12/31/2004 the Company had cash on hand of $120.7 million.

The backlog of firm orders for delivery within the next twelve months was approximately $159 million at December 31, 2004 as compared to $146 million at December 31, 2003.

“2004 was another excellent year for FLIR. We achieved record revenue and net earnings as both of our divisions grew strongly. We also made progress toward many of our longer term objectives, including the integration of Indigo Systems, which was acquired last January, and the expansion of our global Thermography distribution network,” commented Earl R. Lewis, President and CEO of FLIR. “Looking to 2005, we expect growth to moderate somewhat from the very rapid pace of 2004, but remain strong. We are thus reiterating our outlook for 2005 revenue and earnings per share. Our current expectation is for full year revenue in the range of $545 to $560 million, and net earnings in the range of $1.12 to $1.18 per fully diluted share, after giving effect to the two-for-one stock split effective today. We are very proud of FLIR’s accomplishments in 2004 and are excited about the prospects for 2005 and beyond,” he concluded.

(more)

The Forward Looking Infrared Company

FLIR Systems, Inc. · 16505 SW 72nd Avenue · Portland, OR 97224 · USA

Telephone: +1(800) 322 3731 · www.flir.com

FLIR Systems Reports Fourth Quarter and 2003 Financial Results

February 2, 2005

Page Two

Forward-Looking Statements

The statements in this release by Earl R. Lewis regarding the Company’s expectation of moderating but continued strong growth and its outlook for 2005 as to revenue and net earnings per share are forward-looking statements. Such statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties 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 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, the Company’s continuing compliance with US export control laws and regulations, constraints on supplies of critical components, excess or shortage of production capacity, actual purchases under agreements, the continuing eligibility of the Company to act as a federal contractor, the amount and availability of appropriated government procurement funds and other risks discussed from time to time in the Company’s Securities and Exchange Commission filings 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.

Conference Call

FLIR has scheduled a conference call at 11:00 am EST today. A simultaneous webcast will be available from the Investor Relations link at www.FLIR.com. A replay will be available after 1:00 PM EST at this same internet address. For a telephone replay, dial (800) 633-8284, reservation #21230155, after 1:00 PM EST.

About FLIR Systems

FLIR Systems, Inc. is a world leader in the design, manufacture and marketing of thermal imaging and stabilized camera systems for a wide variety of thermography and imaging 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)

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2004		2003		2004		2003
	(unaudited)				(unaudited)
Revenue	$	143,726	$	97,414	$	482,651	$	311,979
Cost of goods sold		67,991		46,044		233,492		146,454
Gross profit		75,735		51,370		249,159		165,525
Operating expenses:
Research and development		13,090		9,027		45,796		30,665
Selling, general and administrative		28,254		19,515		94,237		65,034
Total operating expenses		41,344		28,542		140,033		95,699
Earnings from operations		34,391		22,828		109,126		69,826
Interest expense		2,031		1,999		8,092		4,861
Other expenses, net		88		702		1,125		1,117
Earnings before income taxes		32,272		20,127		99,909		63,848
Income tax provision		8,210		5,164		28,414		19,155
Net earnings	$	24,062	$	14,963	$	71,495	$	44,693
Net earnings per share:
Basic	$	0.35	$	0.23	$	1.06	$	0.66
Diluted	$	0.31	$	0.21	$	0.94	$	0.62
Weighted average shares outstanding:
Basic		68,709		65,670		67,566		67,462
Diluted		81,972		78,092		81,108		75,552

All per share amounts have been adjusted to reflect the two-for-one stock split and the effect of the restatement for the assumed conversion of the convertible notes.

FLIR SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

	December 31, 2004		December 31, 2003
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	120,692	$	197,993
Accounts receivable, net		116,258		79,332
Inventories, net		98,258		75,959
Prepaid expenses and other current assets		21,769		19,997
Deferred income taxes, net		9,771		8,832
Total current assets		366,748		382,113
Property and equipment, net		34,778		22,758
Deferred income taxes, net		12,573		21,146
Goodwill		149,475		12,500
Intangible assets, net		47,180		4,036
Other assets		8,691		7,870
	$	619,445	$	450,423
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32,321	$	26,427
Deferred revenue		7,188		4,540
Accrued payroll and related liabilities		22,375		12,778
Accrued product warranties		5,465		3,511
Advance payments from customers		5,009		12,112
Other current liabilities		10,585		8,227
Accrued income taxes		5,626		2,742
Current portion of long-term debt		105		—
Total current liabilities		88,674		70,337
Long-term debt		205,335		204,369
Pension and other long-term liabilities		12,263		10,875
Commitments and contingencies
Shareholders’ equity		313,173		164,842
	$	619,445	$	450,423