<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, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-12448
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 .
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The number of shares outstanding of common stock, as of March 6, 1997:
14,576,564 shares.
<PAGE>
FLOW INTERNATIONAL CORPORATION
INDEX
Page
----
Part I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
January 31, 1997 and April 30, 1996............................ 3
Condensed Consolidated Statements of Income -
Three Months Ended January 31, 1997 and 1996................... 4
Condensed Consolidated Statements of Income -
Nine Months Ended January 31, 1997 and 1996.................... 5
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended January 31, 1997 and 1996.................... 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
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<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
January 31, April 30,
1997 1996
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(unaudited)
ASSETS
Current Assets:
Cash $ 4,654 $ 3,845
Trade Accounts Receivable, less allowances
for doubtful accounts of $1,372 and
$1,186, respectively 35,574 35,467
Inventories 40,191 34,589
Deferred Income Taxes 1,965 1,965
Other Current Assets 4,616 4,978
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Total Current Assets 87,000 80,844
Property and Equipment, net 28,455 27,083
Intangible Assets, net of accumulated
amortization of $4,172 and $3,294, respectively 13,023 13,901
Deferred Income Taxes 712 699
Other Assets 5,657 3,966
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$134,847 $126,493
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 2,516 $ 2,304
Current Portion of Long-Term Obligations 725 1,035
Accounts Payable 10,417 12,088
Accrued Payroll and Related Liabilities 3,908 3,942
Other Accrued Taxes 872 590
Other Accrued Liabilities 3,958 3,019
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Total Current Liabilities 22,396 22,978
Long-Term Obligations 49,379 45,590
Minority Interest 309 865
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, 14,907,217 and 14,564,314 shares
issued and outstanding, respectively, at
January 31, 1997
14,784,647 and 14,508,244 shares issued and
outstanding, respectively, at April 30, 1996 149 148
Capital in Excess of Par 38,541 38,038
Retained Earnings 24,509 18,541
Treasury Common Stock, at cost, 342,903 and
276,403 shares at January 31, 1997 and
April 30, 1996, respectively (1,054) (556)
Cumulative Translation Adjustment 618 981
Loan to Employee Stock Ownership Plan and Trust - (92)
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Total Stockholders' Equity 62,763 57,060
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$134,847 $126,493
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----------- ---------
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
January 31,
-------------------
1997 1996
Revenue:
Sales $31,943 $29,941
Services 4,573 3,389
Rentals 3,145 2,311
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Total Revenues 39,661 35,641
Cost of Sales:
Sales 18,870 18,173
Services 3,407 2,531
Rentals 1,605 1,111
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Total Cost of Sales 23,882 21,815
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Gross Profit 15,779 13,826
Expenses:
Marketing 6,906 5,702
Research and Engineering 2,201 2,178
General and Administrative 3,789 3,775
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12,896 11,655
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Operating Income 2,883 2,171
Interest and Other Expense, net (1,036) (826)
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Income Before Provision for Income Taxes 1,847 1,345
Provision for Income Taxes 535 194
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Net Income $ 1,312 $ 1,151
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Earnings Per Common and Equivalent Shares $ .09 $ .08
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Average Common and Equivalent Shares Outstanding 15,069 15,074
See Accompanying Notes to Condensed
Consolidated Financial Statements
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FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in thousands, except per share data)
Nine Months Ended
January 31,
----------------------
1997 1996
Revenue:
Sales $ 96,598 $ 82,079
Services 15,098 13,857
Rentals 10,217 8,340
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Total Revenues 121,913 104,276
Cost of Sales:
Sales 56,393 48,564
Services 11,190 10,069
Rentals 4,967 3,721
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Total Cost of Sales 72,550 62,354
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Gross Profit 49,363 41,922
Expenses:
Marketing 19,685 16,315
Research and Engineering 6,453 6,033
General and Administrative 12,239 11,156
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38,377 33,504
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Operating Income 10,986 8,418
Interest and Other Expense, net (2,582) (2,085)
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Income Before Provision for Income Taxes 8,404 6,333
Provision for Income Taxes 2,436 1,316
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Net Income $ 5,968 $ 5,017
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Earnings Per Common and Equivalent Shares $ .40 $ .33
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Average Common and Equivalent Shares Outstanding 15,047 15,095
See Accompanying Notes to Condensed
Consolidated Financial Statements
-5-
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
Nine Months Ended
January 31,
-------------------
1997 1996
Cash Flows from Operating Activities:
Net Income $ 5,968 $ 5,017
Adjustments to Reconcile Net Income to Cash
Provided (Used) by Operating Activities:
Depreciation and Amortization 5,465 5,119
Other 92 73
Increase in assets (5,551) (13,645)
Decrease in liabilities (1,041) (91)
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Cash provided (used) by operating activities 4,933 (3,527)
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Cash Flows from Investing Activities:
Expenditures for property and equipment (6,346) (6,419)
Investment in equity security (1,500)
Payment for business combination, net of cash acquired (186)
Other 387 1,047
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Cash used by investing activities (7,459) (5,558)
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Cash Flows from Financing Activities:
Borrowings under line of credit agreements, net 4,422 3,635
Proceeds from private debt placement 15,000
Payments of long-term debt (729) (8,309)
Proceeds from issuance of common stock 503 140
Purchase of treasury stock (498)
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Cash provided by financing activities 3,698 10,466
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Effect of exchange rate changes on cash (363) (298)
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Increase in cash and cash equivalents 809 1,083
Cash and cash equivalents at beginning of period 3,845 1,074
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Cash and cash equivalents at end of period $ 4,654 $ 2,157
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Fair value of assets acquired $ 2,860
Cash paid for assets acquired (597)
-------
Liabilities assumed $ 2,263
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-------
See Accompanying Notes to Condensed
Consolidated Financial Statements
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<PAGE>
FLOW INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended January 31, 1997
(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 January 31, 1997 and 1996
were 15,069,000 and 15,074,000, respectively, and for the nine months ended
January 31, 1997 and 1996 were 15,047,000 and 15,095,000, respectively.
Fully diluted earnings per share do not differ materially from primary
earnings per share.
3. Inventories consist of the following:
(in thousands)
JANUARY 31, 1997 APRIL 30, 1996
---------------- --------------
Raw Materials and Parts $25,453 $20,982
Work in Process 6,765 6,339
Finished Goods 7,973 7,268
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$40,191 $34,589
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4. During the third quarter of fiscal 1997 the Company purchased 369,791
shares of Western Garnet International Ltd. ("Western Garnet") stock for
$1.5 million. The Company classifies this investment as available-for-sale
under Statement of Financial Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities'. Western Garnet is the primary
supplier of the Company's garnet which is used in abrasivejet cutting.
5. 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.
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<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, 1997 were $39.7
million, an increase of $4 million (11%) over the prior year quarter.
Year-to-date revenues of $121.9 million increased $17.6 million (17%) over the
comparable period in fiscal 1996. Product sales increased $2 million (7%) for
the quarter and $14.5 million (18%) year-to-date as compared to the prior year.
Product sales from the Company's ultrahigh-pressure ("UHP") and Automation
business increased $3.1 million (13%) for the quarter and $16 million (25%) for
the nine months ended January 31, 1997 versus the prior year periods. Access
product sales decreased $1.1 million (19%) and $1 million (6%) for the three and
nine month period ended January 31, 1997 versus the prior year periods,
respectively. Service revenues increased $1.2 million (35%) for the quarter and
$1.2 million (9%) for the nine month period versus the prior year periods. The
HydroMilling-Registered Trademark- and HydroCleaning-TM- ("Services") business
was up $935,000 (38%) for the quarter and up $102,000 (1%) for the year as
compared to the prior year periods. Quarterly rental revenues increased
$834,000 (36%) to $3.1 million as compared to the prior year. Year-to-date
rental revenues were $10.2 million, an increase of $1.9 million (23%) versus the
prior year. Domestic revenues increased $3.8 million (19%) and represent 59%
of the quarterly revenues. For the nine month period, domestic revenues
increased $13.4 million (21%) versus the prior year period and represent 63% of
total revenues. The Company's UHP European operations recorded a quarterly
revenue increase of 2% and a year-to-date increase of 23%. Asian UHP revenues
increased 15% over the prior year quarter and 18% on a year-to-date basis.
Gross profit as a percentage of total revenues (gross margin rate) was 40%
for the quarter as compared to 39% in the prior year and on a year to date basis
was 40% for both the current and prior year. Gross margin rate on product sales
for the quarter improved to 41% from 39% in the prior year quarter. For the
nine months ended January 31, 1997, the sales gross margin improved to 42%, up
from 41% in the prior year period. Gross margin rate on the UHP and Automation
sales business for the quarter was 44%, an increase over the prior year quarter
from 41%. On a year-to-date basis, the UHP and Automation gross margin rate was
43% in the current year versus 44% in the prior year. Gross margin on Service
revenues for the quarter remained comparable to the prior year at 25% and was
26% for the year-to-date period, a decrease of one percentage point versus last
year. Rental gross margin rates for the quarter decreased to 49% from 52% in
the prior year and for the year-to-date, decreased to 51% from 55% versus last
year, primarily as a result of increased depreciation expense associated with
additions to the Company's rental assets. 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 rate for the quarter was primarily
due to a shift in mix towards standard system sales as opposed to special
systems.
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<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Operating expenses of $12.9 million increased $1.2 million (11%) for the
quarter ended January 31, 1997, compared to the prior year and were $38.4
million, up $4.9 million (15%) for the nine months ended January 31, 1997 versus
the prior year period. Operating expenses expressed as a percent of revenues
were 33% for both the current and prior year quarter. On a year to date basis,
operating expenses in fiscal 1997 were 31%, down from 32% in fiscal 1996.
Third quarter fiscal 1997 interest and other expense, net, of $1 million
represents an increase of $210,000 (25%) compared to the prior year.
Year-to-date, interest and other expense, net, totaled $2.6 million, an increase
of $497,000 (24%) compared to the same period in fiscal 1996. Approximately one
half of the increase for both the quarter and year to date represents increased
interest expense due to higher debt levels, while the remainder represents
foreign exchange losses.
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 for the year have been provided for at 29% of pre tax income
versus 21% 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 15,069,000 from 15,074,000 as compared to fiscal 1996.
Year-to-date average shares outstanding decreased to 15,047,000 from 15,095,000
over the prior year.
As a result of the above, the Company recorded net income of $1.3 million,
or 9 cents per share for the three months ended January 31, 1997, compared to
$1.2 million, or 8 cents per share for the same period in the prior year.
Year-to-date, net income for fiscal 1997 totaled $6 million, or 40 cents per
share, compared to $5 million, or 33 cents per share, for fiscal 1996.
The Company has announced its intention to refocus its energy on the UHP
and Automation business. To assist the Company in evaluating its strategic
alternatives associated with the Access and Services businesses, 34% of the
current year revenues, the Company will retain an investment banker. The
Company believes this refocusing may result in a fourth quarter pre-tax charge
of not more than $9 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $4.9 million in cash flow from operations during the
nine months ended January 31, 1997. For the like period in the prior year, the
Company used $3.5 million in its operating activities. The Company has invested
$6.3 million in property & equipment during
-9-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
the nine months ended January 31, 1997. Total debt at January 31, 1997 was
$52.6 million, up $3.7 million (8%) 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 January 31, 1997, the Company was in
compliance with all such covenants.
Gross trade receivables at January 31, 1997 were unchanged compared to
April 30, 1996. Days sales in gross accounts receivable can be negatively
impacted by the traditionally longer payment cycle outside the United States as
well as that longer payment terms are sometimes negotiated on large system
orders. The Company's management does not believe these timing issues will
present a material adverse impact on the Company's short-term liquidity
requirements.
Inventories at January 31, 1997 increased $5.6 million (16%), 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.
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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
(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: March 10, 1997 /s/ Ronald W. Tarrant
---------------------
Ronald W. Tarrant
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Date: March 10, 1997 /s/ Stephen D. Reichenbach
--------------------------
Stephen D. Reichenbach
Executive Vice President, Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
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<PAGE>
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 4,654
<SECURITIES> 0
<RECEIVABLES> 36,946
<ALLOWANCES> 1,372
<INVENTORY> 40,191
<CURRENT-ASSETS> 87,000
<PP&E> 64,022
<DEPRECIATION> 35,567
<TOTAL-ASSETS> 134,847
<CURRENT-LIABILITIES> 22,396
<BONDS> 0
0
0
<COMMON> 149
<OTHER-SE> 62,614
<TOTAL-LIABILITY-AND-EQUITY> 134,847
<SALES> 96,598
<TOTAL-REVENUES> 121,913
<CGS> 56,393
<TOTAL-COSTS> 110,927
<OTHER-EXPENSES> (332)
<LOSS-PROVISION> 186
<INTEREST-EXPENSE> 2,914
<INCOME-PRETAX> 8,404
<INCOME-TAX> 2,436
<INCOME-CONTINUING> 5,968
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<EPS-PRIMARY> .40
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