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): April 20, 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 April 20, 2005, FLIR Systems, Inc. issued a press release announcing (i) its financial results for the quarter ended March 31, 2005 and (ii) its reiteration of expectations of revenue and net earnings per share for the year ending December 31, 2005. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

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 April 20, 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 April 20, 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 Announces First Quarter

2005 Financial Results; Reaffirms 2005 Guidance

Net Earnings Increase 16%

PORTLAND, OR – April 20, 2005 — FLIR Systems, Inc. (NASDAQ:FLIR) announced today that net earnings in its first fiscal quarter ended March 31, 2005 increased by 16% to $14.7 million, from $12.7 million in the first quarter of 2004. Revenue for the quarter was $108.3 million, approximately unchanged from $108.9 million in the first quarter of 2004. Earnings from operations declined 3% to $21.1 million from $21.9 million for the first quarter of 2004. Net earnings per fully diluted share were $0.19, compared with $0.17 in the first quarter of 2004. All per share amounts have been adjusted to reflect the 2-for-1 stock split that was effective on February 2, 2005.

Revenue from the Company’s Thermography Division increased 18% over the first quarter last year, primarily due to continued strong international sales, and strong demand for the company’s E-Series camera line.

Revenue from the Company’s Imaging Division declined by 9% due to slower order activity from the US Government and delays in the receipt of export licenses to certain international customers.

The backlog of orders grew by 4% to approximately $165 million at March 31, 2005, as compared to $159 million at December 31, 2004.

Cash generated from operations totaled $12 million for the first quarter of 2005. At March 31, 2005, the Company had cash and cash equivalents of approximately $126 million.

“Our financial performance in the first quarter was slightly below our internal expectations, largely as a result of slow order placement activity by the US Government and delays in receiving certain export licenses. However we expect improved order activity as the year progresses, and thus remain comfortable with our outlook for the full year” said FLIR President and CEO Earl R. Lewis. “Our current expectation for the full year 2005 is for earnings per share in the range of $1.12 to $1.18, and revenue in the range of $545 million to $560 million.”

FLIR Systems Announces First Quarter 2005 Financial Results

April 20, 2005

Page Two

Forward-Looking Statements

The statements in this release by Earl R. Lewis regarding the expectation of achieving the Company’s revenue and earnings per share objectives for 2005 and improving order activity 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. Further, such statements are subject to the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through volume production, integration issues, unanticipated costs and expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues, accounting treatment and charges, and the risks that the acquisition cannot be completed successfully or that anticipated benefits are not realized. 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 EDT today. A simultaneous Web Cast of the conference call may be accessed online at www.CompanyBoardroom.com or www.FLIR.com. A replay will be available approximately one hour after the Web Cast at these same Internet addresses. For a telephone replay, dial (800) 633-8284, reservation #21153789 beginning at approximately 1:00 PM EDT.

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 OPERATIONS

(In thousands, except per share amounts)(Unaudited)

	Three Months Ended March 31,
	2005			2004
Revenue	$	108,317		$	108,861
Cost of goods sold		49,731			55,441
Gross profit		58,586			53,420
Operating expenses:
Research and development		13,255			10,598
Selling, general and administrative		24,196			20,960
Total operating expenses		37,451			31,558
Earnings from operations		21,135			21,862
Interest expense		1,995			2,101
Other (income) expenses, net		(734	)		832
Earnings before income taxes		19,874			18,929
Income tax provision		5,167			6,246
Net earnings	$	14,707		$	12,683
Net earnings per share:
Basic	$	0.21		$	0.19
Diluted	$	0.19		$	0.17
Weighted average shares outstanding:
Basic		69,554			66,425
Diluted		82,556			79,683

2004 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)

	Mar. 31, 2005		Dec. 31, 2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	125,613	$	120,692
Accounts receivable, net		106,997		116,928
Inventories, net		108,279		98,258
Prepaid expenses and other current assets		21,310		21,769
Deferred income taxes, net		9,771		9,771
Total current assets		371,970		367,418
Property and equipment, net		45,181		34,778
Deferred income taxes, net		17,565		12,573
Goodwill		149,475		149,475
Intangible assets, net		45,569		47,180
Other assets		14,507		8,691
	$	644,267	$	620,115
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32,268	$	32,321
Deferred revenue		11,760		7,601
Accrued payroll and related liabilities		16,288		22,375
Accrued product warranties		5,345		5,465
Advance payments from customers		5,860		5,009
Other current liabilities		10,728		10,585
Accrued income taxes		2,770		5,626
Current portion of long-term debt		105		105
Total current liabilities		85,124		89,087
Long-term debt		205,528		205,335
Pension and other long-term liabilities		16,503		12,520
Commitments and contingencies
Shareholders’ equity		337,112		313,173
	$	644,267	$	620,115