8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 4, 2006

Analysts International Corporation
(Exact name of registrant as specified in its charter)
Minnesota	0-4090		41-0905408
(State or other jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification Number)
3601 West 76th Street, Minneapolis, Minnesota		55435-3000
(Address for principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (952) 835-5900

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ 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-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition

On May 4, 2006, Analysts International Corporation, a Minnesota corporation (the “Company”), reported earnings for its first quarter ended on April 1, 2006. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report.

The information in this Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On May 4, 2006, the Company is holding a conference call in which management will deliver prepared remarks concerning the Company’s financial results for the first quarter ended on April 1, 2006. The full text of the prepared remarks to be delivered during the conference call is furnished as Exhibit 99.2 to this Current Report. Instructions for listening to the conference call or its replay are set forth in the Company’s press release issued on May 4, 2006 and furnished as Exhibit 99.1 to this Current Report.

The information in this Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

The Transcript of the prepared remarks for the Company’s May 4, 2006 earnings conference call contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions.  Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.  Such forward-looking statements are based upon current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.  Statements made in the prepared remarks for the conference call by the Company, its President and CEO, Jeffrey Baker and its CFO, David Steichen, regarding: (i) future growth in revenue or profit by the Company as a whole or separately in the Company’s IT staffing or solutions practices groups (including but not limited to IP Communications and Vendor Management); (ii) cost reduction through implementation of business process improvement; (iii) the Company’s ability to achieve growth in its East or West Coast operations; (iv) growth of the Company’s business in any particular client after the client’s merger or acquisition; (v) revenue growth and cost containment in newly acquired client accounts; (vi) sufficiency of working capital from the Company’s line of credit; (vii) attainment of specific revenue or profit numbers for the Company’s second fiscal quarter; and (viii) participation in industry consolidation are forward looking statements. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate.  Therefore, actual outcomes and results may differ materially from what is expressed herein.  In any forward-looking statement in which the Company, Mr. Baker or Mr. Steichen expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished.  The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (i) the risk that the Company does not win certain business opportunities in its solutions practices pipeline or is unable to grow newly acquired or existing IT staffing or solutions practice client accounts or that investment in new client accounts does not provide the expected return as quickly as expected or at all; (ii) the risk that the Company is unable to improve profit in its solutions practice or is unable to design or implement cost reductions through business process improvement; (iii) the risk that the Company will not be unsuccessful in expanding its East or West Coast operations; (iv) the risk that the Company loses all or a significant portion of a significant client contract; (v) the risk that the Company will not be able to participate in industry consolidation; and (vi) other economic, business, competitive and/or regulatory factors affecting the Company’s business generally, including those set forth in the Company’s filings with the SEC, including its Annual Report on Form 10-K for its most recent fiscal year, especially in the Management’s Discussion and Analysis section, its most recent Quarterly Report on Form 10-Q and its Current Reports on Form 8-K.  All forward-looking statements included in the conference call are based on information available to the Company on the date of the earnings conference call. The Company undertakes no obligation (and expressly disclaims any such obligation) to update forward-looking statements made in the conference call to reflect events or circumstances after the date of the conference call or to update reasons why actual results would differ from those anticipated in such forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number	Description
99.1	Press release entitled “Analysts International Reports Results for First Quarter 2006” issued by Analysts International Corporation on May 4, 2006.
99.2	Transcript of prepared remarks for Analysts International Corporation's earnings conference call held on May 4, 2006.

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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 hereunto duly authorized.

Date:	May 4, 2006	ANALYSTS INTERNATIONAL CORPORATION
		/s/ Colleen M. Davenport
		Colleen M. Davenport
		Secretary and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release entitled “Analysts International Reports Results for First Quarter 2006” issued by Analysts International on May 4, 2006.
99.2	Transcript of prepared remarks for Analysts International's earnings conference call held on May 4, 2006.

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EX-99.1

EXHIBIT 99.1

Media Contacts:
Jeff Baker	Bill Bartkowski
President and CEO	Partner
Analysts International	MeritViewPartners
Phone: (952) 835-5900	Phone: (612) 605-8616
jpbaker@analysts.com	bartkowski@meritviewpartners.com

Analysts International Reports Results for First Quarter 2006

Quarter’s EPS Are at the High End of Recent Guidelines

MINNEAPOLIS — May 4, 2006— Analysts International (NASDAQ: ANLY) reported the results for its quarter ended April 1, 2006. Revenues totaled $86.8 million for the quarter, compared to $79.1 million for the comparable quarter a year ago and $85.9 million for the fourth quarter. For the quarter, the Company reported $254,000 of net income, or $.01 per diluted share, compared to a net loss of $706,000 or $(.03) per share, for the first quarter of 2005. The quarter’s results are at the high end of the Company’s guidance with respect to earnings per share.

Analysts will host a conference call today at 9:30 a.m. (CDT) to discuss these results in detail and answer questions participants may have. Interested parties may access the call by dialing 1-877-241-6895 or 1-973-339-3086 for international participants a few minutes before the scheduled start and ask for the Analysts International conference call moderated by Company President and CEO, Jeff Baker. The call may also be accessed via the internet at www.analysts.com, where it will be archived. Interested parties can also hear a replay of the call from 11:30 p.m. CT on May 4, 2006 until 10:59 p.m. on May 18, 2006, by calling 1-877-519-4471 and using access code 7298981. The Company will also file an 8-K with the Securities and Exchange Commission that will provide a full transcript of the call.

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About Analysts International

Headquartered in Minneapolis, Analysts International is a diversified IT services company. In business since 1966, the company has sales and customer support offices in the United States and Canada. Lines of business include Full Service Staffing, which provides high demand resources for supporting a client's IT staffing needs; Solutions Services, which provides business solutions and network infrastructure services; Managed IT Services and Government Solutions. The company partners with best-in-class IT organizations, allowing access to a wide range of expertise, resources and expansive geographical reach. For more information, visit www.analysts.com.

(Financials follow)

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Analysts International Corporation

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
(in thousands except per share amounts)		April 1, 2006		April 2, 2005
Professional services revenue:
Provided directly	$	65,459	$	66,050
Provided through subsuppliers		14,077		7,597
Product sales		7,305		5,452
Total revenue		86,841		79,099
Expenses:
Salaries, contracted services and direct charges		65,196		59,067
Cost of product sales		6,444		5,107
Selling, administrative and other operating costs		14,492		15,454
Amortization of intangible assets		253		193
Operating income (loss)		456		(722)
Non-operating income		4		21
Interest expense		(193)		(5)
Income (loss) before income taxes		267		(706)
Income tax expense		13		--
Net income (loss)	$	254	$	(706)
Per common share:
Basic income (loss)	$	.01	$	(.03)
Diluted income (loss)	$	.01	$	(.03)
Average common shares outstanding		24,611		24,316
Average common and common equivalent shares outstanding		25,086		24,316

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Analysts International Corporation

Consolidated Balance Sheets

(in thousands)		April 1, 2006		December 31, 2005
		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	137	$	64
Accounts receivable, less allowance for doubtful accounts		70,327		66,968
Other current assets		3,179		2,383
Total current assets		73,643		69,415
Property and equipment, net		3,771		4,056
Other assets		28,138		28,533
	$	105,552	$	102,004
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	26,331	$	24,581
Salaries and vacations		5,133		8,260
Line of credit		10,492		5,000
Deferred revenue		1,464		1,645
Restructuring accrual, current portion		875		971
Self-insured health care reserves and other amounts		2,159		2,776
Total current liabilities		46,454		43,233
Non-current liabilities, primarily deferred compensation		1,996		1,878
Restructuring accrual - non-current		408		581
Shareholders’ equity		56,694		56,312
	$	105,552	$	102,004

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Analysts International Corporation

Reconciliation of non-GAAP Financial Measures

(in thousands)

	Three Months Ended
		April 1, 2006		April 2, 2005
Net income (loss) as reported	$	254	$	(706)
Depreciation		608		693
Amortization		253		193
Net interest expense (income)		189		(16)
Income tax expense		13		--
Adjusted EBITDA*	$	1,317	$	164

*To supplement our consolidated financial statements presented in accordance with GAAP, we use the non-GAAP financial measure of Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) which are adjusted from results based on GAAP to exclude certain items. This non-GAAP financial measure is provided to enhance the user’s overall understanding of our current financial performance and our prospects for the future. This measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The non-GAAP financial measure included in this press release has been reconciled to the nearest GAAP measure.

# # #

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EX-99.2

EXHIBIT 99.2

ANALYSTS INTERNATIONAL

Moderator: Jeff Baker

May 4, 2006

9:30 am CT

Operator:

Good morning. My name is ( ) and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Analysts International First Quarter Results conference call. All lines have been placed on mute to prevent any background noise.

After the speakers’ remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star, then the number 1 on your telephone keypad. If you would like to withdraw your question, press the pound key.

This conference call will contain forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as believe, expect, anticipate, plan, potential, continue, or similar expressions. Forward-looking statements also include the assumptions underlying any of these statements.

Such forward-looking statements are based upon current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the statements. For more information concerning economic, business, competitive and/or regulatory factors affecting the Company’s business generally, refer to the Company’s filings with the SEC, including its Annual Report on Form 10-K for its most recent fiscal year, especially in the Management’s Discussion and Analysis section, its most recent Quarterly Report on Form 10-Q and its Current Reports on Form 8-K. All forward-looking statements included in this conference call are based on information available to the Company on the date of the earnings conference call. The Company undertakes no obligation (and expressly disclaims any such obligation) to update forward-looking statements made in this transcript to reflect events or circumstances after the date of this conference call or to update reasons why actual results would differ from those anticipated in such forward-looking statements. In addition, in this call, management will review financial measures such as EBITDA that do not conform to Generally Accepted Accounting Principles.

For a reconciliation of these measures and the Generally Accepted Accounting Principles, participants are directed to the company’s press release which is posted on its website at www.analysts.com.

Thank you. I will now turn the conference over to Jeff Baker, President and CEO of Analysts International. Please go ahead, sir.

Jeff Baker:

Good morning and welcome to the Analysts International conference call. Joining me this morning is David Steichen, our Chief Financial Officer.

Today, we are pleased to announce our second consecutive quarter of revenue growth and profitability. As we discussed on our last call, the first quarter is typically a challenging quarter for us with purchase orders expiring and budgets being set. Indeed we did see those events in the first quarter resulting in a drop in our direct billable headcount. Yet, despite these challenges, we were able to slightly grow our revenue and remain profitable.

We finished the quarter with revenue of $86.8 million and net income of $0.01per share. We are pleased with the results of our cost cutting efforts made in the 3^rd quarter of 2005 but continue to believe there are greater efficiencies to be gained through continued process improvement. As well, we are optimistic about our ability to continue to grow the business - particularly now that we have the 1^st quarter behind us. We’ve added a number of significant staffing accounts and continue to see opportunities for growth in the solutions area.

I’ll talk more about operations and our wins later but now I want to turn it over to Dave Steichen to discuss our first quarter performance…Dave.

David Steichen:

Thank you, Jeff.

As noted in our press release earlier today, we are pleased to announce that our first quarter has produced positive results.

Total revenue for the first quarter was $86.8 million, up 9.8% from the comparable quarter one year ago and up 1.2% from the fourth quarter of 2005. This increase in total revenue is noteworthy. As Jeff mentioned, the first quarter typically reflects a decline in revenue as a result of year-end expirations of purchase orders, and higher than usual product sales in the last quarter of the year.

From a profitability standpoint our first quarter resulted in net income of $254,000 or 1 cent per share. This compared to a gain of 4 cents per share reported in the fourth quarter. We are pleased that the first quarter showed a continuation of the revenue growth begun in 2005. As Jeff will discuss, during the first months of 2006, we continued to see significant client wins which give us reason to believe we will continue to grow revenues.

First quarter direct revenue of $65.5 million, excluding product and subsupplier revenue, was consistent with the fourth quarter and slightly less than the comparable quarter last year.

Product revenue during the first quarter was $7.3 million, compared to $8.5 million in the fourth quarter and up from $5.5 million for the comparable quarter one year ago.

First quarter sub-supplier revenue of $14.1 million was up $2.5 million from the fourth quarter of 2005 and up $6.5 million from the comparable quarter last year. The increase from the fourth quarter to the first is the result of increased subsupplier activity under the IBM contract.

Intense competition on average bill rates continues to be a factor during the first quarter. In spite of that competition, we managed a slight increase in our average bill rates. As I have been indicating for some time, while we are encouraged by our ability to hold bill rates constant or even slightly increase them, pricing pressures from our clients, and salary and benefit pressures make improving our average bill rates and gross margins very difficult.

The gross margin on our direct business offerings, excluding product sales, was 20.8% for the first quarter, compared to 21.2% in the fourth quarter and 21.5% in the comparable quarter last year. This decline reflects our growth in revenue from large national accounts where margins are generally lower.

At the end of the first quarter total company headcount was about 3000. Billable technical headcount declined approximately 70 during the first quarter. Billable headcount at quarter end represented 86.3% of our total staff, consistent with prior quarters.

Our first quarter SG&A expense amounted to $14.5 million or 16.7% of revenue. This was an increase of $800,000 from the fourth quarter, and a decrease of $962,000 from the comparable quarter one year ago. As discussed in our last call, some of the temporary cost controls put in place in the fourth quarter were lifted to support our growth. In addition, we moved into 2006 determined to make calculated investments where we believed they would result in sustained revenue growth.

For the quarter, we reported adjusted EBITDA of $1.3 million. This compares to adjusted EBITDA of $2.2 million reported last quarter.

During the first quarter, we recorded $13,000 of income tax expense related to subsidiaries where profitability was achieved and state taxes were due. We recorded no other income tax expense associated with our net income as we maintain large reserves against our deferred tax assets. As we generate profits we reverse these reserves to negate any tax expense which would otherwise be recorded.

As indicated, the first quarter produced net income of $254,000 or 1 cent per share compared with net income of $1.0 million posted in the fourth quarter and up from a net loss of $706,000 posted for the comparable quarter last year.

Receivables of $70.3 million at the end of the first quarter were up from $67.0 million reported at the end of 2005. Days sales outstanding of 72 days compares to 69 days at the end of the fourth quarter, and 67 days in the comparable period last year. DSO’s are expected to remain in the high 60’s to low 70’s throughout 2006. The increase in accounts receivable is primarily a result of significant customers asking for and receiving longer payment terms. Working capital of $27.2 million was up from $26.2 million at the end of the fourth quarter.

Because the first quarter ended at the end of a payroll cycle, we finished the quarter with $10.5 million of debt on our balance sheet. This compares to $5.0 million at the end of the fourth quarter.

Our credit facility had total availability of $41.0 million at the end of the quarter against which $10.5 million was drawn. The level of available borrowings under this facility continues to remain high as our receivables collateral base has increased. This line of credit is available for our use as continued growth and other business opportunities call for working capital and other investments. We believe our unused credit facility can support the operating needs of our company.

Having made it through the first quarter showing revenue growth, we are optimistic in our outlook for continued growth. While there will be some near-term costs associated with the first quarter client wins, we will continue to strive to sustain the business at a profitable level. Additionally, as we begin to work these new opportunities, it remains to be seen how quickly they will add to our revenue base.

With these factors in play, expect to see the second quarter produce results similar to those of the first quarter with revenue between $87 and $90 million and breakeven operating results, plus or minus one cent.

With that I’ll turn the call back over to Jeff.

Jeff Baker:

Thanks Dave. I want to touch briefly on our operations and add some concluding remarks.

As you may recall from our last call, we recently reorganized our Solutions business into 5 practices:

·   Storage Solutions

·   Lawson

·   Government Solutions

·   Managed IT Services (formerly referred to as our outsourcing practice), and

·   IP Communications

Overall, our services revenue within Solutions grew at 3% over last quarter. We continued to see particularly strong growth in a number of our practices including our Lawson practice,  which grew over 20%. As well, our Government Solutions business showed strong growth and our IP Communications Practice continues to build its pipeline - particularly in the area of IP Call Center.

The Hardware Component of our Solutions business - primarily related to our Storage Solutions and IP Communications business - was down in the first quarter. Hardware was particularly high in the 4^th quarter due to a year-end buying flurry but we also experienced a number of significant hardware sales at the end of the 1^st quarter that didn’t ship until after the quarter and thus, were not included in 1^st quarter revenue.

And while we’re pleased with the growth, we’re not satisfied with our level of profitability within our Solutions group. Each of these businesses is capable of scaling and delivering significantly better profitability and we continue to push towards that goal.

On the Staffing side, we were pleased to announce the addition of Mike Gange as our Eastern Region Manager. Mike comes from Computer Horizons where he was most recently Vice President of the Northeast Region. The East coast is a particularly strong growth opportunity for us. We have a number of large anchor clients on the East coast which requires that we maintain a presence, but to date, we’ve not really been successful in driving growth outside those anchor clients. We believe the addition of Mike will change that dynamic. We’re also pleased to welcome back Stephen Graziani who rejoined us as our Western Region manager. Stephen’s extensive knowledge and recent offshore experience will hopefully help invigorate our West coast operations.

As mentioned earlier, we saw a decline in our direct billable headcount in staffing as we expected. Even so, we were able to grow our revenue through increases in our sub-supplier revenue - primarily resulting from the continued transfer of displaced suppliers at IBM. We now believe most of that business has been fully transitioned.

The first quarter was a very strong quarter in terms of staffing client wins. We were named as one of 7 national suppliers for a major technology company and just started receiving their requirements last week. We were also reselected as one of 12 vendors in a Western state that pared its vendor list from 28 down to 12. We were also selected as 1 of 12 suppliers for the consulting spend at one of our largest financial services clients. Just last week, we were notified that we were selected as a prime supplier to one of the largest U.S. quasi-governmental agencies. And finally, we stand to benefit from a number of client mergers and acquisitions where our client is the acquiring or surviving entity.

We’ve also seen a pick up in activity in the Vendor Management area and have a number of fairly significant assignments that are in the final stages of selection.

Every quarter we talk about account wins on the staffing side but I think it is safe to say that collectively, these are the largest wins I’ve seen since joining Analysts International.

On balance we are very optimistic on the outlook for the year - particularly now that we’ve made it through the first quarter - but as Dave mentioned, we feel compelled to add some level of caution related to the start-up time and cost associated with our recent wins. As we mentioned on the 4^th quarter conference call, we planned to discontinue certain of the cost containment initiatives in order to grow the business. In light of the confirmed wins and others we see on the horizon, we believe that was the right decision but given our slim profitability and the time it takes to get these accounts productive, we have to be extremely cautious in managing the spend.

We also continue to have dialog with others in the industry around the need for consolidation but again, do so with a measured pace given our stock price and near-term opportunities that we believe will significantly enhance the underlying value of the company.

Finally, I want to extend our thanks to Fred Lang, the Analysts International founder and Ed Mahoney who both recently announced their intention to step down from the Analysts International board. Fred and Ed have collectively served Analysts for over sixty years and were a large driver behind the Company’s success. We would also like to welcome Brigid Bonner to our board. Brigid is a senior vice president with United Health Group here in Minneapolis and I believe she will be a valuable addition to our board.

Now we will open it up for questions.