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): May 11, 2006

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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

     On May 11, 2006, Peerless Mfg. Co. issued a press release announcing its financial results for the third quarter and the nine months ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

     (c) Exhibits

Exhibit No.	Description
99.1	Peerless Mfg. Co. press release dated May 11, 2006 announcing its financial results for the third quarter and the nine months ended March 31, 2006 (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: May 15, 2006	By:	/s/ Henry G. Schopfer, III
		Henry G. Schopfer, III
		Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Peerless Mfg. Co. Reports Financial Results for the Third Quarter and Nine Months Ended March 31, 2006

Dallas, Texas — May 11, 2006 — Peerless Mfg. Co. (Nasdaq: PMFG) today reported financial results for the third quarter and nine months ended March 31, 2006.

For the third quarter ended March 31, 2006, revenues were $18.1 million, an increase of $5.1 million, or 39.2%, compared to revenues of $13.0 million for the third quarter of fiscal 2005. Net earnings for the third quarter were $915,000, or $.29 per diluted share, an increase of $710,000, or 346.3%, compared to net earnings of $205,000, or $.07 per diluted share for the same period last year.

For the nine months ended March 31, 2006, revenues were $41.3 million, an increase of $6.2 million, or 17.7%, compared to revenues of $35.1 million for the same period last year. Net loss for the nine months ended March 31, 2006, was $599,000 or ($.20) per diluted share, compared to a net loss of $421,000, or ($.14) per diluted share for the same period last year.

At March 31, 2006, the Company reported total assets of $43.0 million, working capital of $20.6 million and a current ratio of 2.1-1.0.

Mr. Sherrill Stone, Chairman and Chief Executive Officer, stated, “We are pleased to report these improved results for our third quarter in which the Company’s net earnings of 5.0% of revenues reflect pricing improvements in the markets we compete and in our cost control efforts. We expect the demand for our products to remain strong as evidenced by the consistency in our backlog of approximately $47 million at March 31, 2006 and December 31, 2005, and approximately $48 million at September 30, 2005. Additionally, the Company’s financial position, liquidity and capital resources at March 31, 2006 are strong and sufficient to meet the Company’s needs.”

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 is headquartered in Dallas, Texas, and 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, including the information under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors That May Affect Our Operating Results and Other Risk Factors,” in our Annual Report on Form, 10-K for the fiscal year ended June 30, 2005. 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. Henry G. Schopfer, 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						Nine months ended
Operating Results	March 31,						March 31,
	2006			2005			2006			2005
Continuing Operations
Revenues	$	18,121		$	12,999		$	41,297		$	35,061
Cost of goods sold		12,778			9,155			30,455			25,063
Gross profit		5,343			3,844			10,842			9,998
Operating expenses		3,890			3,650			11,868			10,776
Operating income (loss)		1,453			194			(1,026	)		(778	)
Other income (expense)		63			56			302			160
Income tax benefit (expense)		(513	)		(45	)		246			250
Net earnings (loss) from continuing operations		1,003			205			(478	)		(368	)
Loss from discontinued operations, net of tax		(88	)		—			(121	)		(53	)
Net earnings (loss)	$	915		$	205		$	(599	)	$	(421	)
Earnings (Loss) per Share *
Basic — continuing operations	$	0.32		$	0.07		$	(0.16	)	$	(0.12	)
Basic — discontinued operations		(0.03	)		—			(0.04	)		(0.02	)
	$	0.30		$	0.07		$	(0.20	)	$	(0.14	)
Diluted — continuing operations	$	0.32		$	0.07		$	(0.16	)	$	(0.12	)
Diluted — discontinued operations		(0.03	)		—			(0.04	)		(0.02	)
	$	0.29		$	0.07		$	(0.20	)	$	(0.14	)
	* Certain earnings (loss) per share amounts may not total due to rounding
Weighted Average Shares Outstanding
Basic		3,088			3,032			3,056			3,026
Diluted		3,136			3,075			3,056			3,026

	March 31,		June 30,
Condensed Balance Sheet Information	2006		2005
Current assets
Continuing operations	$	39,128	$	35,696
Total current assets	$	39,128	$	35,696
Total Assets
Continuing operations	$	43,022	$	39,795
Discontinued operations		9		9
Total assets	$	43,031	$	39,804
Current Liabilities
Continuing operations	$	18,352	$	15,318
Discontinued operations		220		106
Total current liabilities	$	18,572	$	15,424
Shareholders’ equity	$	24,369	$	24,290