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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): April 24, 2006


Commission File Number 0-27958

 


 

FLANDERS CORPORATION

(Exact name of registrant as specified in its charter)

 


 

     

North Carolina

 

 

 

13-3368271

(State or other jurisdiction of

incorporation or organization)

 

 

 

(IRS Employer

Identification No.)

 

   

2399 26th Avenue North, St. Petersburg, Florida

 

                33713

(Address of principal executive offices)

 

                  (Zip Code)

 

(727) 822-4411

(Registrant’s telephone number)

 


 

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

 


Item 2.02 Results of Operations and financial conditions

 

Attached as an exhibit is the Company’s press release regarding

“Flanders Q1 Earnings of $0.08 per Share” 


SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: April 24, 2006: FLANDERS CORPORATION
 

By:  /s/Steven K. Clark


Steven K. Clark

Chief Executive Officer

 

 


EXHIBIT INDEX

 

   

99.1

 

Press release regarding Flanders Q1 Earnings of $0.08 per Share

 


Exhibit 99.1

 

PRESS RELEASE

 

     

FOR IMMEDIATE RELEASE

  

 

Flanders Q1 Earnings of $0.08 per Share


St. Petersburg, Florida, April 24, 2006 – Flanders Corporation (NASDAQ:FLDR), today announced its results for the first quarter ended March 31, 2006.  Net earnings were $2.0 million or $0.08 per share, down 20% from $2.5 million, or $0.09 per share for the first quarter ended March 31, 2005.  Revenues for the quarter were $50.9 million up 2% from $49.8 million for the first quarter ended March 31, 2005.


Steve Clark, President and C.E.O., commented, “This was a transition quarter, in which we started up our nested filter lines,  opened a new retail plant in Washington, NC, and completed development of our new isolation barrier system for the pharmaceutical industry.  We did not reach our sales budget for the quarter due to customer delays and should ship these products during the second quarter.  We continue to gain market share in each of our product lines and believe that our new product deve l opment will continue to drive market expansion. As we continue to expand our markets and automate our plants, we should generate additional cash to fund our advertising initiatives.  Increased volume, automation, and innovative products should lead to increased gross margin.”


Robert Amerson, Chairman of the Board, commented “Given the number of initiatives that were started and completed during the quarter, we are expecting a strong second quarter.  We are beginning to quote  various  high-end containment opportunities for government and commercial settings and believe that this market will continue to expand.  We are working on several contracts in this area and believe that we will see continued expansion in this market.”



Conference Call


A conference call with investors, analysts and other interested parties is scheduled for 11:00 a.m.  EDT on Tuesday April 25, 2006 to discuss 2006 first quarter operating results.   People wishing to participate in the conference call should dial 888-344-1107.


Selected Operations Data (all but per share data in Millions)

Q1 2006

 

Q1 2005

Net sales

$

50.9

 

$

49.8

Gross profit

11.5

 

11.0

Operating expenses

9.0

 

7.4

Operating income

2.5

 

3.6

Earnings before income taxes

3.0

 

3.5

Net earnings

$

2.0

 

$

2.5

Net earnings per share:

Basic


$

0.08

 


$

0.09

Diluted

$

0.07

 

$

0.09

Common shares outstanding:

Basic


26.3

 


26.3

Diluted

28.0

 

27.8



Selected Balance Sheet Data (in Millions)

3/31/2006

 

12/31/2005

Working capital

$

64.6

 

$

60.6

Total assets

183.6

 

172.2

Long-term obligations, including current maturities

33.1

 

27.3

Total shareholders’ equity

107.5

 

105.5



Flanders is a leading air filtration products manufacturer.  Flanders' products are utilized by many industries, including those associated with commercial and residential heating, ventilation and air conditioning systems, semiconductor manufacturing, ultra-pure materials, biotechnology, pharmaceuticals, synthetics, nuclear power and nuclear materials processing.  


This press release contains forward-looking statements that are inherently subject to risk.  These forward-looking statements are not intended to be promises or predictions of the future and may be affected by a number of factors that may change the currently anticipated outcome.  These factors include market acceptance of Flanders’ products, competition in the marketplace for Flanders' products, the success of retailers and distributors through which Flanders sells its products, Flanders' ability to contain costs and maintain production and efficiency with a reduced workforce, a determination by potential Flanders customers that the higher cost of its high-end filtration systems can be justified for general application, Flanders’ ability to successfully retrofit existing buildings with effective sophisticated filtering and air handling systems, the ability to increase its high end containment products for commercial and governmental settings, the success of Flanders CSD (Flanders Complete Services Division), the ability to continue implementation of vertical integration of our raw material supplies and the  development of increased demand for its high-end products.  Many of these factors are not within Flanders’ control.  These factors, and others, are discussed in Flanders’ periodic reports filed with the Securities and Exchange Commission and should be reviewed by the reader of this press release.


For further information on Flanders and its products, visit its web site at http://www.flanderscorp.com/ or contact Steven Clark at (727) 822-4411.