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): November 12, 2004 (November 12, 2004)

Peerless Mfg. Co.

(Exact Name of Registrant as Specified in Its Charter)

Texas	0-5214	75-0724417
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2819 Walnut Hill Lane Dallas, Texas	75229
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 357-6181

N/A
(Former Name or Former Address, if Changed Since Last Report)

     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:

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

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

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

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

TABLE OF CONTENTS

	ITEM 2.02. Results of Operations and Financial Condition.*
SIGNATURES
EXHIBIT INDEX
Press Release

ITEM 2.02. Results of Operations and Financial Condition.*

     On November 12, 2004, Peerless Mfg. Co. issued a press release announcing its financial results for the three months ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1.

* The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, as amended, except as shall be expressly set forth by specific reference in such filing.

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 hereunto duly authorized.

	Peerless Mfg. Co.
Date: November 12, 2004	By:	/s/ Richard L. Travis, Jr.
		Richard L. Travis, Jr.
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Peerless Mfg. Co. press release dated November 12, 2004 announcing its financial results for the three months ended September 30, 2004 (furnished pursuant to Item 2.02 of Form 8-K).

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Peerless Mfg. Co. Reports Fiscal Year 2005 First Quarter Results

Dallas, Texas November 12, 2004 — Peerless Mfg. Co. (the “Company”), (Nasdaq: PMFG), today reported its operating results for the three months ended September 30, 2004.

For the quarter, the Company reported revenues from continuing operations of approximately $11.2 million, a decrease of approximately $5.6 million, or 33.3%, compared to revenues from continuing operations of approximately $16.8 million for the three months ended September 30, 2003. The Company recorded a net loss from continuing operations of approximately $109,000 or ($.04) per diluted share for the quarter, compared to net earnings from continuing operations of approximately $740,000 or $.24 per diluted share for the three months ended September 30, 2003. Our net loss from discontinued operations for the quarter was $20,000 or ($.01) per diluted share, compared to earnings of $65,000 or $.02 per diluted share for the three months ended September 30, 2003. For the current period, we recorded a net loss of approximately $129,000, or ($.04) per diluted share, compared to net earnings of approximately $805,000, or $.26 per diluted share, for three months ended September 30, 2003.

Mr. Sherrill Stone, Chairman and Chief Executive Officer of the Company, stated, “The reduction in the current quarter’s revenue relates primarily to the completion in last year’s period of a major $15 million contract, which was not replicated in the current quarter. Our Environmental Systems business unit continues to be impacted by the slow-down in new power plant construction and timing uncertainties surrounding compliance with environmental regulations. However, the business fundamentals remain strong, and we are encouraged by the market’s interest in recently introduced products. These products expand the Company’s environmental systems platform and will enable the Company to penetrate into new environmental markets. During the quarter, we experienced strength across most of our markets in the Separation Filtration Systems business with increasing orders for our separators and filters destined for natural gas development projects in Canada and the Middle East. Our nuclear/marine products also continue to be strong with orders for nuclear power plant upgrades. Our backlog, which was approximately $33.4 million at September 30, 2004 ($34.0 million at June 30, 2004), remains stable and we are pleased to report that our quotation activity has been improving during the past quarter.”

About Peerless Mfg. Co.

Peerless Mfg. Co. is engaged in the business of designing, engineering, manufacturing and selling highly specialized products used for the abatement of air pollution and products for the separation and filtration of contaminants from gases and liquids. The Company, headquartered in Dallas, Texas, markets its products worldwide.

Safe Harbor Under The Private Securities Litigation Reform Act of 1995

Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words “anticipate,” “preliminary,” “expect,” “believe,” “intend” and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company include, but are not limited to: the growth rate of the Company’s revenue and market share, the consummation of new, and the non-termination of, existing contracts; the Company’s ability to effectively manage its business functions while growing its business in a rapidly changing environment, the Company’s ability to adapt and expand its services in such an environment; the quality of the Company’s plans and strategies; and the Company’s ability to execute such plans and strategies. Other important information regarding factors that may affect the Company’s future performance is included in the public reports that the Company files with the Securities and Exchange Commission. The Company undertakes no obligation to revise any forward-looking statements or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

For Further Information Contact:

Mr. Sherrill Stone, Chairman and Chief Executive Officer
Mr. Richard L. Travis, Vice President and Chief Financial Officer
Peerless Mfg. Co.
2819 Walnut Hill Lane
Dallas, Texas 75229
Phone: (214) 353-5590
Fax: (214) 351-4172
www.peerlessmfg.com

Peerless Mfg. Co.
Condensed Financial Information
(In thousands, except per share amounts)

	Three months ended
Operating Results	September 30,
	2004			2003
Continuing Operations
Revenues	$	11,218		$	16,807
Cost of goods sold		8,003			12,001
Gross profit		3,215			4,806
Operating expenses		3,481			3,655
Operating income (loss)		(266	)		1,151
Other income (expense)		101			(30	)
Income tax benefit (expense)		56			(381	)
Net earnings (loss) from continuing operations		(109	)		740
Earnings (loss) from discontinued operations (including gain on disposal of $0 and $140 for the three months ended September 30, 2004 and 2003, respectively), net of tax		(20	)		65
Net earnings (loss)	$	(129	)	$	805
Earnings (Loss) per Share
Basic — continuing operations	$	(0.04	)	$	0.25
Basic — discontinued operations		(0.01	)		0.02
	$	(0.04	)	$	0.27
Diluted — continuing operations	$	(0.04	)	$	0.24
Diluted — discontinued operations		(0.01	)		0.02
	$	(0.04	)	$	0.26
(Certain per share amounts may not total due to rounding)
Weighted Average Shares Outstanding
Basic		3,015			2,999
Diluted		3,015			3,037

	September 30,		June 30,
Condensed Balance Sheet Information	2004		2004
Current assets
Continuing operations	$	35,096	$	35,258
Discontinued operations		216		225
Total current assets	$	35,312	$	35,483
Total Assets Continuing operations	$	38,827	$	39,241
Discontinued operations		225		234
Total assets	$	39,052	$	39,475
Current Liabilities
Continuing operations	$	14,135	$	14,496
Discontinued operations		215		306
Total current liabilities	$	14,350	$	14,802
Shareholders’ equity	$	24,702	$	24,673