<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 2-81315
FLOW INTERNATIONAL CORPORATION
DELAWARE 91-1104842
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
23500 - 64TH AVENUE SOUTH
KENT, WASHINGTON 98032
(206) 850-3500
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
-------- ----
The number of shares outstanding of common stock, as of March 5, 1996:
14,477,119 shares.
<PAGE>
FLOW INTERNATIONAL CORPORATION
INDEX
PAGE
Part I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
January 31, 1996 and April 30, 1995. . . . . . . . . . 3
Condensed Consolidated Statements of Income -
Three Months Ended January 31, 1996 and 1995 . . . . . 4
Condensed Consolidated Statements of Income -
Nine Months Ended January 31, 1996 and 1995. . . . . . 5
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended January 31, 1996 and 1995. . . . . . 6
Notes to Condensed Consolidated Financial Statements . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . 8
Part II - OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . 10
Item 2. Changes in Securities . . . . . . . . . . . . . . 10
Item 3. Defaults Upon Senior Securities . . . . . . . . . 10
Item 4. Submission of Matters to a Vote
of Security Holders . . . . . . . . . . . . . . . 10
Item 5. Other Information . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 11
- 2 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
January 31, April 30,
1996 1995
---- ----
(unaudited)
ASSETS
------
<S> <C> <C>
Current Assets:
Cash $ 2,157 $ 1,074
Trade Accounts Receivable, less allowances
for doubtful accounts of $1,194 and $1,150, respectively 33,081 31,638
Inventories 35,198 27,219
Deferred Income Taxes 2,847 1,335
Other Current Assets 5,529 4,719
--------- ---------
Total Current Assets 78,812 65,985
Property and Equipment, net 25,552 24,533
Intangible Assets, net of accumulated
amortization of $3,029 and $2,275, respectively 14,166 13,361
Other Assets 4,384 1,605
--------- ---------
$122,914 $105,484
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Notes Payable to Banks $ 2,852 $ 1,614
Current Portion of Long-Term Obligations 2,844 798
Accounts Payable 10,569 12,221
Accrued Payroll and Related Liabilities 3,971 3,542
Other Accrued Taxes 441 638
Other Accrued Liabilities 5,885 2,580
------- -------
Total Current Liabilities 26,562 21,393
Long-Term Obligations 40,862 33,359
Deferred Income Taxes - 248
Minority Interest 755 681
Stockholders' Equity:
Series A 8% Convertible Preferred Stock -
$.01 par value, $500 liquidation preference, 1,000,000 shares
authorized, 0 issued
Common Stock - $.01 par value, 20,000,000 shares authorized
14,739,272 and 14,462,869 shares issued and outstanding,
respectively, at January 31, 1996
14,603,233 and 14,326,830 shares issued and outstanding,
respectively, at April 30, 1995 147 146
Capital in Excess of Par 37,741 37,602
Retained Earnings 16,473 11,456
Treasury Common Stock of 276,403 shares at cost (556) (556)
Cumulative Translation Adjustment 1,041 1,339
Loan to Employee Stock Ownership Plan and Trust (111) (184)
------- -------
Total Stockholders' Equity 54,735 49,803
------- -------
$122,914 $105,484
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-------- --------
</TABLE>
See Accompanying Notes to Condensed
Consolidated Financial Statements
- 3 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
---------------------
1996 1995
<S> <C> <C>
Revenue:
Sales $29,941 $ 21,986
Services 3,389 2,980
Rentals 2,311 2,221
------- --------
Total Revenues 35,641 27,187
Cost of Sales:
Sales 18,173 12,930
Services 2,531 2,330
Rentals 1,111 973
------- --------
Total Cost of Sales 21,815 16,233
------- --------
Gross Profit 13,826 10,954
Expenses:
Marketing 5,702 4,089
Research and Engineering 2,178 1,782
General and Administrative 3,775 2,452
------- --------
11,655 8,323
------- --------
Operating Income 2,171 2,631
Interest and Other Expense, net 826 860
------- --------
Income Before Provision for Income Taxes 1,345 1,771
Provision for Income Taxes 194 155
------- --------
Net Income $ 1,151 $ 1,616
------- --------
------- --------
Earnings Per Common and Equivalent Shares $ .08 $ .11
------- --------
------- --------
Average Common and Equivalent Shares Outstanding 15,074 14,474
</TABLE>
See Accompanying Notes to Condensed
Consolidated Financial Statements
- 4 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended
January 31,
------------------
1996 1995
<S> <C> <C>
Revenue:
Sales $82,079 $ 58,722
Services 13,857 11,605
Rentals 8,340 8,127
------- --------
Total Revenues 104,276 78,454
Cost of Sales:
Sales 48,564 33,499
Services 10,069 8,477
Rentals 3,721 3,486
------- --------
Total Cost of Sales 62,354 45,462
------- --------
Gross Profit 41,922 32,992
Expenses:
Marketing 16,315 11,992
Research and Engineering 6,033 4,631
General and Administrative 11,156 8,078
------- --------
33,504 24,701
------- --------
Operating Income 8,418 8,291
Interest and Other Expense, net 2,085 1,756
------- --------
Income Before Provision for Income Taxes 6,333 6,535
------- --------
Provision for Income Taxes 1,316 1,108
------- --------
Net Income $ 5,017 $ 5,427
------- --------
------- --------
Earnings Per Common and Equivalent Shares $ .33 $ .38
------- --------
------- --------
Average Common and Equivalent Shares Outstanding 15,095 14,327
</TABLE>
See Accompanying Notes to Condensed
Consolidated Financial Statements
- 5 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
January 31,
--------------------------
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 5,017 $ 5,427
Adjustments to Reconcile Net Income to Cash
Provided (Used) by Operating Activities:
Depreciation and amortization 5,119 3,563
Other 73 69
Increase in assets (13,645) (1,462)
Decrease in liabilities (91) (892)
------- ------
Cash (used) provided by operating activities (3,527) 6,705
------- ------
Cash Flows from Investing Activities:
Expenditures for property and equipment (6,419) (4,459)
Payment for business combinations, net of cash acquired (186) (11,470)
Other 1,047 (174)
------- -------
Cash used by investing activities (5,558) (16,103)
------- -------
Cash Flows from Financing Activities:
Borrowings under line of credit agreements 99,811 62,463
Repayments under line of credit agreements (96,176) (62,643)
Proceeds from private debt placement 15,000
Financing for business combinations 12,364
Payments of long-term debt (8,309) (3,675)
Proceeds from issuance of common stock 140 143
-------- ---------
Cash provided by financing activities 10,466 8,652
-------- ---------
Effect of exchange rate changes on cash (298) 22
-------- --------
Increase (decrease) in cash and cash equivalents 1,083 (724)
Cash and cash equivalents at beginning of period 1,074 1,351
-------- --------
Cash and cash equivalents at end of period $ 2,157 $ 627
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Fair value of assets acquired $ 2,860 $19,839
Cash paid and stock issued for assets acquired (597) (14,585)
-------- -------
Liabilities assumed $ 2,263 $ 5,254
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-------- -------
</TABLE>
See Accompanying Notes to Condensed
Consolidated Financial Statements
- 6 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended January 31, 1996
(unaudited)
1. In the opinion of the management of Flow International Corporation (the
"Company"), the accompanying unaudited condensed consolidated financial
statements contain all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the financial position, statements of
income, and cash flows for the interim periods presented. These interim
financial statements should be read in conjunction with the April 30, 1995
consolidated financial statements.
2. Primary earnings per common share is computed by dividing net income
available to common stockholders by the weighted average number of shares
outstanding plus the equivalent shares attributable to dilutive stock
options during each period.
The weighted average number of shares outstanding, including equivalent
shares where required, for the three months ended January 31, 1996 and 1995
were 15,074,000 and 14,474,000, respectively, and for the nine months ended
January 31, 1996 and 1995 were 15,095,000 and 14,327,000, respectively.
Fully diluted earnings per share do not differ materially from primary
earnings per share.
3. Inventories consist of the following:
(in thousands)
<TABLE>
<CAPTION>
JANUARY 31, 1996 APRIL 30, 1995
---------------- --------------
<S> <C> <C>
Raw Materials and Parts $20,267 $15,794
Work in Process 7,556 4,432
Finished Goods 7,375 6,993
------- -------
$35,198 $27,219
------- -------
------- -------
</TABLE>
4. In September 1995, the Company signed a five-year secured revolving credit
agreement with its principal bank to refinance its domestic borrowings and
to provide a source of available cash. The new financing arrangement
comprises a $60 million reducing line of credit. In September 1995, the
Company also completed a ten-year $15 million private placement of debt
financing. The revolving credit agreement and private debt financing
require the Company to comply with certain financial covenants. As of
January 31, 1996, the Company was in compliance with all such covenants.
5. In May 1995, the Company invested in a joint venture with Okura & Co.,
Ltd., its exclusive Japanese distributor. The Company is the majority
partner of the joint venture, Flow Japan Corporation.
6. In January 1996, the Company elected to enter into an arrangement providing
for the prepayment and discharge of certain royalty and other obligations
relating to the acquisition of its Power Climber subsidiaries.
- 7 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Total revenues for the three months ended January 31, 1996 were
$35,641,000, an increase of 31%, or $8,454,000, compared to the like period in
the prior year. Year-to-date, total revenues were $104,276,000, an increase of
33%, or $25,822,000, compared to the first nine months of fiscal 1995. The
increase for the quarter and year-to-date compared to the like period in the
prior year was attributable to revenue growth in the Company's ultrahigh-
pressure (UHP) business and access systems business. UHP revenues increased
approximately 32% for the quarter and 41% year-to-date compared to the prior
year, while access systems revenues increased approximately 27% for the quarter
and 16% year-to-date compared to the prior year. The Company's UHP European
operations recorded an 85% increase in revenues over the same quarter of fiscal
1995.
Gross profit as a percentage of revenues (gross margin rate) decreased from
40% in the third quarter of fiscal 1995 to 39% in the third quarter of fiscal
1996. Year-to-date, gross profit as a percentage of revenues decreased from 42%
in fiscal 1995 to 40% in fiscal 1996. Comparison of gross margin rates is
dependent on the mix of revenue types, which includes sales, services, and
rentals; and the mix of spare parts and systems in sales revenues. The decrease
in gross margin rate for the quarter was primarily due to the lower gross margin
rate on the complex systems involving the robotics technology acquired in the
third quarter of fiscal 1995 and the under-capacity utilization of the robotics
unit. Robotics systems typically carry lower gross margin rates than the
Company's pump, spare parts, and access systems businesses.
Operating expenses of $11,655,000 increased $3,332,000 for the quarter
ended January 31, 1996, compared to the same quarter of the prior year.
Operating expenses for the third quarter of fiscal 1996 were 33% of revenues,
compared to 31% in the third quarter of fiscal 1995. Operating expenses during
the third quarter included costs associated with reshaping the Company's
robotics unit and other organizational expense reductions. Year-to-date,
operating expenses totalled $33,504,000 for fiscal 1996, compared to $24,701,000
for fiscal 1995. Operating expenses were approximately 32% of revenues year-to-
date for fiscal 1996 and fiscal 1995. The acquisitions made during the second
half of fiscal 1995 and a Japanese joint venture created during the first
quarter of fiscal 1996 contributed significantly to the increase in operating
expenses for the quarter and year-to-date compared to the like periods of the
prior year.
Third quarter fiscal 1996 interest and other expense, net, of $826,000
represented a decrease of $34,000 compared to the prior year. Year-to-date,
interest and other expense, net, totalled $2,085,000 for fiscal 1996, an
increase of $329,000 compared to the same period in fiscal 1995. Included in
current quarter and year-to-date interest and other expense, net, is
approximately $130,000 and $650,000, respectively, of additional interest
related to increased borrowings to finance the fiscal 1995 acquisitions and a
joint venture during the first quarter of fiscal 1996.
- 8 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Income tax expense was lower than the statutory rate primarily due to lower
foreign tax rates, benefits from the foreign sales corporation, and a change in
the Company's FAS 109 valuation allowance.
The number of average shares outstanding in the fiscal 1996 third quarter
was 15,074,000 compared to 14,474,000 in the like quarter a year ago. Year-to-
date, the average number of shares outstanding increased from 14,327,000 for
fiscal 1995 to 15,095,000 for fiscal 1996.
As a result of the above, the Company recorded net income of $1,151,000, or
8 cents per share for the three months ended January 31, 1996, compared to
$1,616,000, or 11 cents per share for the same period in the prior year. Year-
to-date, net income for fiscal 1996 totalled $5,017,000, or 33 cents per share,
compared to $5,427,000, or 38 cents per share, for fiscal 1995.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities was $3.5 million for the nine months
ended January 31, 1996, primarily due to an increase in inventory, a negotiated
prepayment of a royalty agreement, an increase in accounts receivable, deferred
taxes, and other assets. Net cash provided by operating activities was $6.7
million during the same period a year ago.
In September 1995, the Company signed a five-year secured credit agreement
with its principal bank, US Bank of Washington N.A., to refinance its domestic
borrowings and to provide a source of available cash. The new financing
arrangement comprises a $60 million reducing line of credit. In September
1995, the Company also completed a ten-year $15 million private placement of
debt financing. The Company believes that the new financings, together with
other available credit facilities, will provide sufficient resources to meet its
operating and capital requirements in the foreseeable future. The revolving
credit agreement and private debt financing require the Company to comply with
certain financial covenants. As of January 31, 1996, the Company was in
compliance with all such covenants.
Gross trade receivables at January 31, 1996 increased by $1.5 million, or
5%, from April 30, 1995. Days sales outstanding in gross accounts receivable
can be attributed to higher foreign sales where account payment terms are
typically longer than in the United States, and special payment terms negotiated
on large system orders. The Company's management does not believe these timing
issues will result in a material adverse impact on the Company's short-term
liquidity requirements.
Inventories at January 31, 1996 increased $8.0 million, or 29%, from April
30, 1995, primarily related to the higher levels of business and the inclusion
of the newly formed joint venture. Certain products manufactured by the
Company's robotic and automation divisions require an extended manufacturing
period, and therefore involve higher levels of work in process.
- 9 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is party to various legal actions incident to the normal
operations of its business, none of which is believed to be material to the
financial condition of the Company.
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None
- 10 -
<PAGE>
FLOW INTERNATIONAL CORPORATION
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 thereunto duly authorized.
FLOW INTERNATIONAL CORPORATION
Date: March 6, 1996 /s/ Ronald W. Tarrant
---------------------
Ronald W. Tarrant
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Date: March 6, 1996 /s/ Elaine P. Scherba
---------------------
Elaine P. Scherba
Vice President, Chief Financial
Officer (Principal Financial Officer
and Principal Accounting Officer)
- 11 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1996
<PERIOD-END> JAN-31-1996
<CASH> 2,157
<SECURITIES> 0
<RECEIVABLES> 34,275
<ALLOWANCES> 1,194
<INVENTORY> 35,198
<CURRENT-ASSETS> 78,812
<PP&E> 55,519
<DEPRECIATION> 29,967
<TOTAL-ASSETS> 122,914
<CURRENT-LIABILITIES> 26,562
<BONDS> 0
0
0
<COMMON> 147
<OTHER-SE> 54,588
<TOTAL-LIABILITY-AND-EQUITY> 122,914
<SALES> 82,079
<TOTAL-REVENUES> 104,276
<CGS> 48,564
<TOTAL-COSTS> 95,858
<OTHER-EXPENSES> (505)
<LOSS-PROVISION> 44
<INTEREST-EXPENSE> 2,590
<INCOME-PRETAX> 6,333
<INCOME-TAX> 1,316
<INCOME-CONTINUING> 5,017
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,017
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
