<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 October 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 November 29, 1996:
14,554,269 shares.
<PAGE>
FLOW INTERNATIONAL CORPORATION
INDEX
Page
----
Part I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
October 31, 1996 and April 30, 1996.. . . . . . . . . . . 3
Condensed Consolidated Statements of Income -
Three Months Ended October 31, 1996 and 1995. . . . . . . 4
Condensed Consolidated Statements of Income -
Six Months Ended October 31, 1996 and 1995. . . . . . . . 5
Condensed Consolidated Statements of Cash Flows -
Six Months Ended October 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. . . . . . . . . . . . . . . . . . 11
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 11
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote
of Security Holders. . . . . . . . . . . . . . . . 11
Item 5. Other Information. . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
-2-
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
October 31, April 30,
1996 1996
---------- ---------
(unaudited)
ASSETS
Current Assets:
Cash $ 3,502 $ 3,845
Trade Accounts Receivable, less allowances
for doubtful accounts of $1,355 and $1,186,
respectively 40,959 35,467
Inventories 36,986 34,589
Deferred Income Taxes 1,965 1,965
Other Current Assets 4,887 4,978
---------- ---------
Total Current Assets 88,299 80,844
Property and Equipment, net 27,532 27,083
Intangible Assets, net of accumulated
amortization of $3,903 and $3,294, respectively 13,292 13,901
Deferred Income Taxes 712 699
Other Assets 4,300 3,966
---------- ---------
$ 134,135 $ 126,493
---------- ---------
---------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 1,867 $ 2,304
Current Portion of Long-Term Obligations 948 1,035
Accounts Payable 12,009 12,088
Accrued Payroll and Related Liabilities 4,734 3,942
Other Accrued Taxes 856 590
Other Accrued Liabilities 3,311 3,019
---------- ---------
Total Current Liabilities 23,725 22,978
Long-Term Obligations 47,970 45,590
Minority Interest 412 865
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, 14,895,922 and 14,609,519 shares issued
and outstanding, respectively, at October 31, 1996
14,784,647 and 14,508,244 shares issued and
outstanding, respectively, at April 30, 1996 149 148
Capital in Excess of Par 38,511 38,038
Retained Earnings 23,197 18,541
Treasury Common Stock, at cost, 286,403 and 276,403
shares at October 31, 1996 and April 30, 1996,
respectively (631) (556)
Cumulative Translation Adjustment 833 981
Loan to Employee Stock Ownership Plan and Trust (31) (92)
---------- ---------
Total Stockholders' Equity 62,028 57,060
---------- ---------
$ 134,135 $ 126,493
---------- ---------
---------- ---------
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)
Three Months Ended
October 31,
-----------------------
1996 1995
Revenue:
Sales $ 32,302 $ 27,238
Services 5,289 5,127
Rentals 3,732 3,257
---------- ---------
Total Revenues 41,323 35,622
Cost of Sales:
Sales 18,279 16,328
Services 3,975 3,750
Rentals 1,758 1,353
---------- ---------
Total Cost of Sales 24,012 21,431
---------- ---------
Gross Profit 17,311 14,191
Expenses:
Marketing 6,547 5,359
Research and Engineering 2,085 2,031
General and Administrative 4,348 3,713
---------- ---------
12,980 11,103
---------- ---------
Operating Income 4,331 3,088
Interest and Other Expense, net (917) (758)
---------- ---------
Income Before Provision for Income Taxes 3,414 2,330
Provision for Income Taxes 990 524
---------- ---------
Net Income $ 2,424 $ 1,806
---------- ---------
Earnings Per Common and Equivalent Shares $ .16 $ .12
---------- ---------
---------- ---------
Average Common and Equivalent Shares Outstanding 15,055 15,233
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)
Six Months Ended
October 31,
---------------------
1996 1995
Revenue:
Sales $ 64,655 $ 52,138
Services 10,525 10,468
Rentals 7,072 6,029
-------- -------
Total Revenues 82,252 68,635
Cost of Sales:
Sales 37,523 30,391
Services 7,783 7,538
Rentals 3,362 2,610
-------- -------
Total Cost of Sales 48,668 40,539
-------- -------
Gross Profit 33,584 28,096
Expenses:
Marketing 12,779 10,613
Research and Engineering 4,252 3,855
General and Administrative 8,450 7,381
-------- -------
25,481 21,849
-------- -------
Operating Income 8,103 6,247
Interest and Other Expense, net (1,546) (1,259)
-------- -------
Income Before Provision for Income Taxes 6,557 4,988
Provision for Income Taxes 1,901 1,122
-------- -------
Net Income $ 4,656 $ 3,866
-------- -------
Earnings Per Common and Equivalent Shares $ .31 $ .26
-------- -------
-------- -------
Average Common and Equivalent Shares Outstanding 15,042 15,117
See Accompanying Notes to Condensed
Consolidated Financial Statements
-5-
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
Six Months Ended
October 31,
---------------------
1996 1995
Cash Flows from Operating Activities:
Net Income $ 4,656 $ 3,866
Adjustments to Reconcile Net Income to Cash
Provided (Used) by Operating Activities:
Depreciation and Amortization 3,714 3,508
Other 61 50
Increase in assets (8,145) (6,598)
Increase (decrease) in liabilities 818 (2,997)
-------- -------
Cash provided (used) by operating activities 1,104 (2,171)
-------- -------
Cash Flows from Investing Activities:
Expenditures for property and equipment (3,823) (5,055)
Payment for business combination, net of
cash acquired (186)
Other 269 812
-------- -------
Cash used by investing activities (3,554) (4,429)
-------- -------
Cash Flows from Financing Activities:
Borrowings under line of credit agreements, net 1,943 68
Proceeds from private debt placement 15,000
Payments of long-term debt (87) (7,306)
Proceeds from issuance of common stock 474 21
Purchase of treasury stock (75) _
-------- -------
Cash provided by financing activities 2,255 7,783
-------- -------
Effect of exchange rate changes on cash (148) (421)
-------- -------
Increase (decrease) in cash and cash equivalents (343) 762
Cash and cash equivalents at beginning of period 3,845 1,074
-------- -------
Cash and cash equivalents at end of period $ 3,502 $ 1,836
-------- -------
-------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Fair value of assets acquired $ 2,860
Cash paid for assets acquired (597)
-------
Liabilities assumed $ 2,263
-------
-------
See Accompanying Notes to Condensed
Consolidated Financial Statements
-6-
<PAGE>
FLOW INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 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, 1996
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 October 31, 1996 and 1995
were 15,055,000 and 15,233,000, respectively, and for the six months ended
October 31, 1996 and 1995 were 15,042,000 and 15,117,000, respectively.
Fully diluted earnings per share do not differ materially from primary
earnings per share.
3. Inventories consist of the following:
(in thousands)
October 31, 1996 April 30, 1996
---------------- --------------
Raw Materials and Parts $23,223 $20,982
Work in Process 6,194 6,339
Finished Goods 7,569 7,268
------- -------
$36,986 $34,589
------- -------
------- -------
4. During fiscal 1996 the Company invested in a joint venture with Okura &
Co., Ltd., its exclusive Japanese distributor. The Company is the majority
partner, and the business is known as Flow Japan Corporation.
-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 October 31, 1996 were $41.3
million, an increase of $5.7 million (16%) over the comparable period in the
prior year. Year-to-date revenues of $82.3 million increased $13.6 million
(20%) over the first half of fiscal 1996. The revenue increase for the quarter
was primarily attributable to growth in the Company's ultrahigh-pressure ("UHP")
and factory automation business, while year to date revenue growth was recorded
by both UHP and factory automation as well as the access operations. Total
revenues in North America rose 16% for the quarter. UHP and factory automation
revenues increased 28% for the quarter and 32% year-to-date compared to the
prior year periods. The Company's UHP European operations recorded a quarterly
revenue increase of 52%, while Asian UHP revenues increased 46% over the prior
year. Access systems revenues increased 2% for the quarter and 7% year to date
compared to the prior periods a year ago, while the HydroMilling-Registered
Trademark- and HydroCleaning-TM- ("Services") revenues decreased 13% and 10%
versus the prior year quarter and year to date, respectively. The decrease in
the Services business resulted from reduced revenues recognized in fiscal 1997
on the Kennedy Center project as it comes to completion. The Company was
recently awarded two Services contracts totaling $12.5 million which begin in
the third quarter of fiscal 1997.
Gross profit as a percentage of revenues (gross margin rate) was 42% for
the quarter as compared to 40% in the prior year and on a year to date basis was
41% for both the current and prior year. 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, standard and special systems in sales
revenues. Systems typically carry lower gross margin rates than the Company's
pump, spare parts, and access systems businesses. The increase in gross margin
rate for the quarter was primarily due to a shift in mix towards standard system
sales as opposed to special systems.
Operating expenses of $13 million increased $1.9 million (17%) for the
quarter ended October 31, 1996, compared to the prior year and were $25.5
million, up $3.6 million (17%) for the six months ended October 31, 1996 versus
the prior year period. Operating expenses expressed as a percent of revenues
were 31% for both the current and prior year quarter. On a year to date basis,
operating expenses were 31%, down from 32% in the prior year period. Management
will continue to focus efforts on reducing these expenses as a percent of
revenues.
Second quarter fiscal 1997 interest and other expense, net, of $917,000
represents an increase of $159,000 (21%) compared to the prior year. Year-to-
date, interest and other expense, net, totaled $1.5 million, an increase of
$287,000 (23%) compared to the same period in fiscal 1996. The increase for
both the quarter and year to date represents increased interest expense due to
higher debt levels. Interest rates remained comparable for both the current and
prior year.
-8-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The income tax rate was lower than the statutory rate in both the current
and prior year due primarily to lower foreign tax rates, benefits from the
foreign sales corporation, and an ongoing review of the Company's FAS 109
valuation allowance. Based upon the expected tax position of the Company for
fiscal 1997, taxes have been provided for at 29% of pre tax income versus 22% in
the prior year. Management expects the Company's effective tax rate to continue
to increase in succeeding fiscal years.
The weighted average number of average shares outstanding for the quarter
decreased to 15,055,000 from 15,233,000 as compared to fiscal 1996. Year-to-
date average shares outstanding decreased to 15,042,000 from 15,117,000 over the
prior year. This decrease was caused by the reduction in the Company's stock
price over the prior year and the related effect on the treasury stock method of
calculating common stock equivalents.
As a result of the above, the Company recorded net income of $2.4 million,
or 16 cents per share for the three months ended October 31, 1996, compared to
$1.8 million, or 12 cents per share for the same period in the prior year.
Year-to-date, net income for fiscal 1997 totaled $4.7 million, or 31 cents per
share, compared to $3.9 million, or 26 cents per share, for fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $1.1 million in cash flow from operations during the
six months ended October 31, 1996. For the like period in the prior year, the
Company used $2.2 million in its operating activities. Total debt at October
31, 1996 was $50.8 million, up $1.9 million from April 30, 1996. The Company
believes that the available credit facilities and working capital generated by
operations will provide sufficient resources to meet its operating and capital
requirements for the next twelve months. The Company's Credit Agreement and
Private Placement require the Company to comply with certain financial
covenants. As of October 31, 1996, the Company was in compliance with all such
covenants.
Gross trade receivables at October 31, 1996 increased $5.7 million (15%),
from April 30, 1996. This is a function of an increase in sales as well as a
change in the mix towards large standard system sales. Longer payment terms are
sometimes negotiated on large system orders. Days sales in gross accounts
receivable can be negatively impacted by the traditionally longer payment cycle
outside the United States. The Company's management does not believe these
timing issues will present a material adverse impact on the Company's short-term
liquidity requirements.
-9-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Inventories at October 31, 1996 increased $2.4 million (7%), from April 30,
1996. This increase is primarily in raw material and parts, which is reflective
of the anticipate growth in the business.
SAFE HARBOR STATEMENT:
STATEMENTS IN THIS REPORT THAT ARE NOT STRICTLY HISTORICAL ARE "FORWARD-LOOKING"
STATEMENTS WHICH SHOULD BE CONSIDERED AS SUBJECT TO THE MANY UNCERTAINTIES THAT
EXIST IN THE COMPANY'S OPERATIONS AND BUSINESS ENVIRONMENT. THESE
UNCERTAINTIES, WHICH INCLUDE ECONOMIC AND CURRENCY CONDITIONS, MARKET DEMAND AND
PRICING, COMPETITIVE AND COST FACTORS, AND THE LIKE, ARE SET FORTH IN THE FLOW
INTERNATIONAL CORPORATION FORM 10-K REPORT FOR 1996 FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.
-10-
<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
The Company held its 1996 Annual Meeting of Stockholders on
August 29, 1996. At the meeting three directors were elected. Kathryn L.
Munro, Sandra F. Rorem and Dean D. Thornton were elected to three year terms
ending with the 1999 Annual Meeting of Stockholders receiving, respectively,
12,011,837, 12,008,041 and 12,051,360 votes in favor, and 767,751, 771,547 and
728,228 votes withheld. In addition, the proposal to amend the Company's 1987
Stock Option Plan for Nonemployee Directors ("the NED Plan") was approved. The
NED Plan received 11,258,984 shares for approval, 1,328,943 shares against
approval and 135,561 shares abstained. There were 56,100 broker non-votes
against the NED Plan amendment.
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
-11-
<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: December 9, 1996 /s/ Ronald W. Tarrant
---------------------
Ronald W. Tarrant
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Date: December 9, 1996 /s/ Stephen D. Reichenbach
--------------------------
Stephen D. Reichenbach
Executive Vice President, Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 3,502
<SECURITIES> 0
<RECEIVABLES> 42,314
<ALLOWANCES> 1,355
<INVENTORY> 36,986
<CURRENT-ASSETS> 88,299
<PP&E> 61,735
<DEPRECIATION> 34,203
<TOTAL-ASSETS> 134,135
<CURRENT-LIABILITIES> 23,725
<BONDS> 0
0
0
<COMMON> 149
<OTHER-SE> 61,879
<TOTAL-LIABILITY-AND-EQUITY> 134,135
<SALES> 64,655
<TOTAL-REVENUES> 82,252
<CGS> 37,523
<TOTAL-COSTS> 74,149
<OTHER-EXPENSES> (135)<F1>
<LOSS-PROVISION> 169
<INTEREST-EXPENSE> 1,052
<INCOME-PRETAX> 6,557
<INCOME-TAX> 1,901
<INCOME-CONTINUING> 4,656
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,656
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
<FN>
<F1>This is income
</FN>
</TABLE>
