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 25, 2007

FLIR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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

27700A SW Parkway Avenue

Wilsonville, Oregon 97070

(503) 498-9547

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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 25, 2007, FLIR Systems, Inc. (“the Company”) issued a press release announcing (i) its financial results for the quarter ended September 30, 2007 and (ii) its revision of expectations of revenue and net earnings per share for the year ending December 31, 2007. 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 issued October 25, 2007 is furnished herewith as Exhibit 99.1 to this Report, and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act.

Item 8.01 OTHER EVENTS

Acquisition of Extech Instruments Corporation

Also in the press release issued on October 25, 2007, the Company announced it has entered into an agreement to acquire the stock of Extech Instruments Corporation, a supplier of test and measurement equipment based in Waltham, MA, for $40 million cash. The transaction is subject to various standard closing conditions and is expected to close in the fourth quarter of 2007.

Two-For-One Stock Split

In addition, the Company also announced today that its Board of Directors has approved a two-for-one split of its common stock. As a result of the stock split, shareholders will receive one additional share of common stock for every share held on the record date of November 12, 2007. The additional shares will be distributed on or about December 10, 2007.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1 Press release issued by FLIR Systems, Inc. dated October 25, 2007.

SIGNATURE

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 25, 2007.

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

EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Company Contact: Tony Trunzo +1 503.498.3547 www.flir.com

FLIR Systems Announces Third Quarter

2007 Financial Results

Revenue Increases 43%; Operating Income Rises 53%

Increases 2007 Financial Outlook

Announces Acquisition of Extech Instruments and Two-For-One Stock Split

PORTLAND, OR—October 25, 2007 — FLIR Systems, Inc. (NASDAQ:FLIR) today announced financial results for the third quarter ended September 30, 2007. Revenue was $191.1 million, up 43% compared to third quarter 2006 revenue of $133.2 million. Operating income for the quarter was $51.8 million, up 53% from $34.0 million in the third quarter of 2006. Net income for the quarter was $34.8 million, or $0.45 per diluted share, compared with net income of $27.1 million, or $0.36 per diluted share, in the third quarter a year ago.

Year-to-date revenue for the nine-months ended September 30, 2007 was $536.8 million, up 38% compared to $389.1 million for the first nine-months of 2006. Operating income for the first nine-months of 2007 was $129.0 million, up 58% from $81.9 million during the first nine-months of 2006. Net income for the first nine-months of 2007 was $90.1 million, or $1.18 per diluted share, compared with net income of $61.1 million, or $0.80 per diluted share, in the first nine-months a year ago.

Revenue from the Company’s Government Systems division increased 70% over the third quarter of 2006, to a record $96.9 million, driven by strength across all served markets, including airborne, land, and maritime. Revenue from the Company’s Commercial Vision Systems division increased 29% over the third quarter of last year, to $34.2 million, reflecting strong growth in the security and transportation markets. Revenue from the Company’s Thermography division increased 21% over the third quarter of last year, to $60.0 million, due to strong demand for the InfraCAM^TM and GasFindIR^TM product lines and the introduction of the new T-Series product line.

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FLIR Systems Announces Third Quarter, 2007 Financial Results

October 25, 2007

Page two

The backlog of firm orders for delivery within the next twelve months was approximately $393 million at September 30, 2007, an increase of $82 million from $311 million at June 30, 2007. Backlog in the Government System’s division was $316 million, up $71 million during the quarter, due to orders for a wide variety of products for both U.S. and international customers. Backlog in the Commercial Vision System’s division was $59 million, up $5 million during the quarter. Backlog in the Thermography division was $18 million, up $7 million during the quarter, primarily due to orders for the company’s GasFindIR™ and new ThermaCam^TM T-Series products.

Cash provided by operations during the quarter was $31 million, primarily due to the net income earned during the quarter. At September 30, 2007, cash and cash equivalents were $170 million, up $18 million from $152 million at June 30, 2007.

The Company announced today it has entered into an agreement to acquire the stock of Extech Instruments Corporation, a supplier of test and measurement equipment based in Waltham, MA, for $40 million cash, subject to certain closing adjustments. For the year ending December 31, 2006, Extech reported revenue of $39.2 million. The addition of Extech will expand FLIR’s access to key distribution channels for its emerging low-price Thermography products and provide access to low-cost manufacturing in Asia. The transaction is subject to various standard closing conditions and is expected to close in the fourth quarter, and be neutral to earnings in 2008, and accretive in subsequent years.

The Company also announced today that its Board of Directors has approved a two-for-one split of its common stock. As a result of the stock split, shareholders will receive one additional share of common stock for every share held on the record date of November 12, 2007. The additional shares will be distributed on or about December 10, 2007 by the Company’s transfer agent, Mellon Investor Services.

“Q3 was another outstanding quarter for the Company, as we set quarterly records for orders, backlog, and revenue,” noted Earl Lewis, President and CEO. “Demand was excellent across all three divisions, backlog increased by $82 million, and operating income improved to 27%. In addition, we have recently announced two strategic acquisitions that augment our existing business and position the Company for growth in key markets. Based on the quarter’s results, and the expectations for the remainder of the year, we are once again increasing our guidance for the year.”

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FLIR Systems Announces Third Quarter, 2007 Financial Results

October 25, 2007

Page three

Updated Revenue and Earnings Outlook for 2007

Based on the financial results for the quarter, and the outlook for the remainder of the year, the Company is increasing its revenue and earnings guidance for 2007. The Company currently expects net revenue in fiscal 2007 to be in the range of $755 million to $770 million, and net earnings to be in the range of $1.73 to $1.78 per diluted share. This guidance assumes a tax rate for the year of approximately 29%, and an average share count of approximately 80 million diluted shares.

Conference Call

FLIR has scheduled a conference call at 9:00 am EDT 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 EDT at this same internet address. For a telephone replay, dial (800) 642-1687, reservation #18377731 after 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.

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FLIR Systems Announces Third Quarter, 2007 Financial Results

October 25, 2007

Page four

Forward-Looking Statements

The statements in this release by Earl R. Lewis, the statements regarding the acquisition of Extech Instruments Corporation, and its expected effect on the Company’s financial results for 2008 and subsequent years, and the statements in the section captioned “Updated Revenue and Earnings Outlook for 2007” above 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: the possibility that the Extech transaction will not close or that the closing may be delayed, the possibility that the Company will experience difficulties in the integration of the operations, employees, strategies, technologies and products of Extech if the transaction does close, the potential inability to realize expected benefits and synergies from the Extech transaction, 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, the timely receipt of export licenses for international shipments, constraints on supplies of critical components, excess or shortage of production capacity, the ability to manufacture and ship the products in the time period required, actual purchases under agreements, the Company’s continuing compliance with US export control laws and regulations, the timely receipt of export licenses for international shipments, 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, or for changes made to this document by wire services or Internet service providers.

2-1057

(tables attached)

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenue	$	191,104		$	133,212		$	536,763		$	389,101
Cost of goods sold		84,081			57,501			240,772			178,631
Gross profit		107,023			75,711			295,991			210,470
Operating expenses:
Research and development		15,692			13,928			51,623			44,323
Selling, general and administrative		39,508			27,816			115,400			84,265
Total operating expenses		55,200			41,744			167,023			128,588
Earnings from operations		51,823			33,967			128,968			81,882
Interest expense		2,245			2,266			7,549			6,143
Other income, net		(957	)		(1,448	)		(4,535	)		(4,874	)
Earnings before income taxes		50,535			33,149			125,954			80,613
Income tax provision		15,770			6,079			35,840			19,473
Net earnings	$	34,765		$	27,070		$	90,114		$	61,140
Net earnings per share:
Basic	$	0.51		$	0.40		$	1.35		$	0.89
Diluted	$	0.45		$	0.36		$	1.18		$	0.80
Weighted average shares outstanding:
Basic		67,565			67,478			66,788			66,577
Diluted		79,768			79,052			78,946			80,256

FLIR SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)(Unaudited)

	September 30, 2007		December 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	169,943	$	138,623
Accounts receivable, net		177,834		167,502
Inventories, net		174,352		135,928
Prepaid expenses and other current assets		60,688		29,155
Deferred income taxes, net		15,684		15,262
Total current assets		598,501		486,470
Property and equipment, net		113,885		92,156
Deferred income taxes, net		2,600		3,687
Goodwill		163,038		159,802
Intangible assets, net		36,450		40,917
Other assets		17,723		15,116
	$	932,197	$	798,148
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	—	$	45,500
Accounts payable		53,302		40,608
Deferred revenue		19,453		13,709
Accrued payroll and related liabilities		34,347		25,831
Accrued product warranties		5,597		5,174
Advance payments from customers		7,868		10,064
Other current liabilities		14,383		12,149
Accrued income taxes		—		17,331
Current portion of long-term debt		7		7
Total current liabilities		134,957		170,373
Long-term debt		207,672		207,024
Deferred tax liability, net		4,667		2,392
Accrued income taxes		7,677		—
Pension and other long-term liabilities		20,823		19,607
Commitments and contingencies
Shareholders’ equity		556,401		398,752
	$	932,197	$	798,148