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): October 19, 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.)

27700A SW Parkway Avenue, Wilsonville, Oregon	97070
(Address of principal executive offices)	(Zip Code)

(503) 498-3547

(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 October 19, 2005, FLIR Systems, Inc. issued a press release announcing (i) its financial results for the quarter and nine months ended September 30, 2005 and (ii) its 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 October 19, 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 October 19, 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) 498-3547 www.flir.com

FLIR Systems Announces Third Quarter

2005 Financial Results

PORTLAND, OR – October 19, 2005 — FLIR Systems, Inc. (NASDAQ:FLIR) announced today that revenue for the third quarter ended September 30, 2005 increased 2% to $ 113.0 million from $110.8 million in the third quarter of 2004. Earnings from operations increased 3% to $26.3 million, or 23% of revenue, from $25.7 million, also 23% of revenue, for the third quarter of 2004. Net earnings for this year’s third quarter increased 3% to $17.3 million, or $0.22 per diluted share, compared to net earnings for the third quarter of 2004 of $16.8 million, also $0.22 per diluted share.

For the first nine months of 2005, revenue increased 4% to $352.3 million from $338.9 million for the same period last year. Earnings from operations for the first nine months of 2005 increased 7% to $79.8 million, or 23% of revenue, from $74.7 million, or 22% of revenue, for the first nine months of 2004. Net earnings increased 19% to $56.6 million, or $0.73 per diluted share, compared to net earnings of $47.4 million, or $0.63 per diluted share, for the first nine months 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 5% over the third quarter last year, as weakness in certain European countries offset strong growth in the Americas and Asia. Revenue from the Company’s Imaging Division was virtually unchanged from the third quarter of 2004. Imaging revenue was negatively impacted by lower than expected book and ship revenue at the end of the quarter and the delay of certain orders under existing delivery contracts.

The backlog of orders for delivery within the next twelve months increased by 22% in the third quarter, from $170 million at June 30, 2005 to $207 million at September 30, 2005.

FLIR Systems Announces Third Quarter 2005 Financial Results

October 19, 2005

Page Two

Cash generated from operations totaled $26 million for the third quarter of 2005, and $57 million for the first nine months of 2005. At September 30, 2005, the Company had cash and cash equivalents of $134 million.

“Our revenue and earnings in the third quarter were disappointing, as neither of our businesses achieved their expected results.” said FLIR President and CEO Earl R. Lewis. “Thermography experienced slow orders in several European countries, while Imaging experienced an imbalance of orders and production caused by lower than expected book and ship activity and a delay in certain program deliveries. Nevertheless, we are pleased with the good order intake, solid cash flow and strong margins achieved in the quarter. While we do not expect to recoup the third quarter revenue and earnings shortfall in the fourth quarter, and are thus lowering our revenue and EPS outlook for the year, we remain optimistic about the future. “

Revenue and Earnings Guidance for 2005

The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.

Based on its financial results for the first nine months of 2005, and the outlook for the remainder of the year, management currently expects revenue for 2005 to be approximately $510 million to $520 million and net earnings in the range of approximately $1.12 to $1.17 per diluted share. This compares with management’s previous expectations for 2005 of revenue of $545 million to $555 million and earnings per share of $1.17 to $1.22.

Forward-Looking Statements

The statements in this release regarding the Company’s expectations as to revenue and earnings per share for the year ending December 31, 2005 and the statements by Earl R. Lewis regarding the Company’s inability to recoup the third quarter revenue and earnings shortfall in the fourth quarter of 2005 are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 ability of the Company to manufacture and deliver its products within the time period specified in the contracts it receives, 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

FLIR Systems Announces Third Quarter 2005 Financial Results

October 19, 2005

Page Three

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 8:00 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 #21264277 beginning at approximately 11:00 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)

#2-1012

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005			2004
Revenue	$	113,031	$	110,769	$	352,314		$	338,925
Cost of goods sold		52,911		51,789		162,281			165,501
Gross profit		60,120		58,980		190,033			173,424
Operating expenses:
Research and development		11,777		11,324		39,002			32,706
Selling, general and administrative		22,002		21,997		71,229			65,983
Total operating expenses		33,779		33,321		110,231			98,689
Earnings from operations		26,341		25,659		79,802			74,735
Interest expense		1,954		1,954		5,921			6,061
Other expenses (income), net		949		429		(2,637	)		1,037
Earnings before income taxes		23,438		23,276		76,518			67,637
Income tax provision		6,094		6,452		19,895			20,204
Net earnings	$	17,344	$	16,824	$	56,623		$	47,433
Net earnings per share:
Basic	$	0.25	$	0.25	$	0.81		$	0.71
Diluted	$	0.22	$	0.22	$	0.73		$	0.63
Weighted average shares outstanding:
Basic		69,777		67,910		69,617			67,182
Diluted		82,292		81,709		82,286			80,793

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)(Unaudited)

	September 30, 2005		December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	133,884	$	120,692
Accounts receivable, net		111,470		116,928
Inventories, net		103,817		98,258
Prepaid expenses and other current assets		22,902		21,769
Deferred income taxes, net		9,771		9,771
Total current assets		381,844		367,418
Property and equipment, net		51,111		34,778
Deferred income taxes, net		24,008		12,573
Goodwill		149,475		149,475
Intangible assets, net		45,900		47,180
Other assets		15,813		8,691
	$	668,151	$	620,115
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33,569	$	32,321
Deferred revenue		9,561		7,601
Accrued payroll and related liabilities		16,861		22,375
Accrued product warranties		5,843		5,465
Advance payments from customers		4,159		5,009
Other current liabilities		9,898		10,585
Accrued income taxes		5,863		5,626
Current portion of long-term debt		81		105
Total current liabilities		85,835		89,087
Long-term debt		205,937		205,335
Pension and other long-term liabilities		16,869		12,520
Commitments and contingencies
Shareholder’s equity		359,510		313,173
	$	668,151	$	620,115