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): September 27, 2005

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
	ITEM 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release

ITEM 2.02. Results of Operations and Financial Condition.*

     On September 27, 2005, Peerless Mfg. Co. issued a press release announcing its financial results for the fourth quarter and the twelve months ended June 30, 2005. 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.

ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Peerless Mfg. Co. press release dated September 27, 2005 announcing its financial results for the three and twelve months ended June 30, 2005 (furnished pursuant to Item 2.02 of Form 8-K).

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: September 27, 2005	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 September 27, 2005 announcing its financial results for the fourth quarter and the twelve months ended June 30, 2005 (furnished pursuant to Item 2.02 of Form 8-K).

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Peerless Mfg. Co. Reports Fourth Quarter and Fiscal Year 2005 Results

Dallas, Texas September 27, 2005 — Peerless Mfg. Co. (the “Company”), (Nasdaq: PMFG), today reported its financial results for its fourth quarter and year ended June 30, 2005.

The Company reported fourth quarter revenues from continuing operations of approximately $16.0 million, an increase of approximately $3.0 million, or 23.1%, compared to revenues from continuing operations of approximately $13.0 million in the same period last year. The Company recorded a net loss from continuing operations for the quarter ended June 30, 2005 of approximately $158,000, or ($0.05) per diluted share, compared to net earnings from continuing operations of approximately $498,000, or $0.16 per diluted share for the same period last year. Loss from discontinued operations during the quarter ended June 30, 2005 was $13,000, or less than one cent per diluted share, compared to a loss of $170,000, or ($0.06) per diluted share for the same period last year. Net loss for the quarter ended June 30, 2005 was approximately $171,000, or ($0.06) per diluted share, compared to net earnings of $328,000, or $0.11 per diluted share for the quarter ended June 30, 2004. The Company’s results during the quarter were negatively impacted by unanticipated costs associated with two Environmental Systems projects and a charge to establish a valuation allowance against a subsidiary’s state deferred tax asset. Without these adjustments, the Company would have shown earnings from continuing operations and net earnings of approximately $272,000, or $0.09 per diluted share.

Mr. Sherrill Stone, Chairman and Chief Executive Officer of the Company, stated, “While we experienced unanticipated costs associated with these two Environmental Systems projects, we are encouraged by the fact that both of these projects are now operating well within the contracted operating specifications. The lessons learned on these two projects, which included technology that provided some of the lowest operating emissions at installations of their type, will serve us well in the future. We are also encouraged by the increase in our quotation activities across all operating units and by the recent increase in our orders. As a result, we anticipate our backlog at September 30, 2005 to be in the range of $48 million to $50 million, up from our $34 million backlog at June 30, 2005. We also anticipate that a majority of this backlog will ship during the second half of fiscal year 2006.”

For fiscal year 2005, the Company reported revenues from continuing operations of approximately $51.1 million, a decrease of approximately $8.7 million, or 14.6%, compared to revenues from continuing operations of approximately $59.8 million for the previous year. As the result of reduced revenues during fiscal year 2005, the Company recorded net loss from continuing operations of approximately $526,000, or ($0.17) per diluted share, compared to net earnings from continuing operations of approximately $2.4 million, or $.79 per diluted share, for the previous year. Loss from discontinued operations during the twelve months ended June 30, 2005, was $66,000, or ($0.02) per diluted share, compared to a loss of $364,000, or ($0.12) per diluted share, for the previous year. Net loss for the twelve months ended June 30, 2005 was approximately $592,000, or ($0.20) per diluted share, compared to net earnings of approximately $2.0 million, or $0.67 per diluted share, for twelve months ended June 30, 2004.

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)

Operating Results		Three months ended June 30,						Twelve months ended June 30,
		2005			2004			2005			2004
Continuing Operations
Revenues		$	16,002		$	13,034		$	51,063		$	59,761
Cost of goods sold			12,293			8,395			37,356			40,959
Gross profit			3,709			4,639			13,707			18,802
Operating expenses			3,633			3,634			14,409			14,929
Operating income (loss)			76			1,005			(702	)		3,873
Other income (expense)			(97	)		(49	)		63			(24	)
Income tax benefit (expense)			(137	)		(458	)		113			(1,447	)
Net earnings (loss) from continuing operations			(158	)		498			(526	)		2,402
Loss from discontinued operations (including gain on disposal of $140 for the twelve months ended June 30, 2004), net of tax			(13	)		(170	)		(66	)		(364	)
Net earnings (loss)		$	(171	)	$	328		$	(592	)	$	2,038
Earnings (Loss) per Share
Basic — continuing operations		$	(0.05	)	$	0.17		$	(0.17	)	$	0.80
Basic — discontinued operations			—			(0.06	)		(0.02	)		(0.12	)
		$	(0.06	)	$	0.11		$	(0.20	)	$	0.68
Diluted — continuing operations		$	(0.05	)	$	0.16		$	(0.17	)	$	0.79
Diluted — discontinued operations			—			(0.06	)		(0.02	)		(0.12	)
		$	(0.06	)	$	0.11		$	(0.20	)	$	0.67
	Certain earnings per share amounts may not total due to rounding.
Weighted Average Shares Outstanding
Basic			3,036			3,007			3,028			3,003
Diluted			3,036			3,045			3,028			3,044
					June 30,
Condensed Balance Sheet Information						2005			2004
Current assets
Continuing operations					$	35,696		$	35,106
Discontinued operations						—			225
Total current assets					$	35,696		$	35,331
Total Assets
Continuing operations					$	39,795		$	39,241
Discontinued operations						9			234
Total assets					$	39,804		$	39,475
Current Liabilities
Continuing operations					$	15,318		$	14,496
Discontinued operations						106			306
Total current liabilities					$	15,424		$	14,802
Shareholders’ equity					$	24,290		$	24,673