<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 July 31, 1999
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 0-12448
FLOW INTERNATIONAL CORPORATION
WASHINGTON 91-1104842
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
23500 - 64TH AVENUE SOUTH
KENT, WASHINGTON 98032
(253) 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 August 19, 1999:
14,702,366 shares.
-1-
<PAGE>
FLOW INTERNATIONAL CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Consolidated Balance Sheets -
July 31, 1999 and April 30, 1999.............................................. 3
Condensed Consolidated Statements of Income -
Three Months Ended July 31, 1999 and 1998..................................... 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended July 31, 1999 and 1998..................................... 5
Consolidated Statements of Comprehensive Income -
Three Months Ended July 31, 1999 and 1998..................................... 6
Notes to Condensed Consolidated Financial Statements............................ 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................................. 9
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.......................................................... 15
Item 2. Changes in Securities...................................................... 15
Item 3. Defaults Upon Senior Securities............................................ 15
Item 4. Submission of Matters to a Vote
of Security Holders.................................................... 15
Item 5. Other Information.......................................................... 15
Item 6. Exhibits and Reports on Form 8-K........................................... 15
Signatures.............................................................................. 16
</TABLE>
-2-
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
July 31, April 30,
1999 1999
----------- ---------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 5,565 $ 10,403
Trade Accounts Receivable, less allowances
for doubtful accounts of $859 and $766, respectively 55,640 55,783
Inventories, net 50,269 47,771
Deferred Income Taxes 1,658 1,658
Other Current Assets 7,312 4,849
-------- --------
Total Current Assets 120,444 120,464
Property and Equipment, net 18,573 17,723
Intangible Assets, net of accumulated
amortization of $7,699 and $7,000, respectively 35,512 36,211
Deferred Income Taxes 1,093 1,314
Other Assets 4,695 3,440
-------- --------
$180,317 $179,152
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 64 $ 419
Current Portion of Long-Term Obligations 4,209 4,185
Accounts Payable 12,402 18,411
Accrued Payroll and Related Liabilities 6,595 6,801
Other Accrued Taxes 243 851
Other Accrued Liabilities 14,057 9,804
-------- --------
Total Current Liabilities 37,570 40,471
Long-Term Obligations 66,429 64,614
Customer Deposits 9,271 8,931
Minority Interest 1,396 1,114
Stockholders' Equity:
Series A 8% Convertible Preferred Stock -
$.01 par value, 1,000,000 shares authorized, none issued
Common Stock - $.01 par value, 20,000,000 shares authorized, 14,701,467
shares outstanding at July 31, 1999
14,665,700 shares outstanding at April 30, 1999 147 147
Capital in Excess of Par 40,440 40,260
Retained Earnings 29,337 28,037
Cumulative Translation Adjustment (3,738) (3,882)
Unrealized Loss on Equity Securities Available For Sale (535) (540)
-------- --------
Total Stockholders' Equity 65,651 64,022
-------- --------
$180,317 $179,152
======== ========
</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
July 31,
--------------------------
1999 1998
<S> <C> <C>
Revenues $ 41,261 $ 36,422
Cost of Sales 24,127 20,587
-------- --------
Gross Profit 17,134 15,835
Expenses:
Marketing 6,964 5,734
Research and Engineering 2,872 3,059
General and Administrative 3,965 3,721
-------- --------
13,801 12,514
-------- --------
Operating Income 3,333 3,321
Interest and Other Expense, net (1,474) (718)
-------- --------
Income Before Provision for Income Taxes 1,859 2,603
Provision for Income Taxes 559 807
-------- --------
Net Income $ 1,300 $ 1,796
======== ========
Basic Earnings Per Share $ .09 $ .12
======== ========
Diluted Earnings Per Share $ .09 $ .12
======== ========
</TABLE>
See Accompanying Notes to Condensed
Consolidated Financial Statements
-4-
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
-------------------------
1999 1998
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 1,300 $ 1,796
Adjustments to Reconcile Net Income to Cash
Used by Operating Activities:
Depreciation and Amortization 1,949 1,074
Increase in assets (5,847) (2,392)
Decrease in liabilities (1,948) (3,200)
------- -------
Cash used by operating activities (4,546) (2,722)
------- -------
Cash Flows from Investing Activities:
Expenditures for property and equipment (2,100) (1,381)
Other 204
------- -------
Cash used by investing activities (2,100) (1,177)
------- -------
Cash Flows from Financing Activities:
Borrowings under line of credit agreements, net 1,957 4,418
Payments of long-term debt (473) (1,762)
Proceeds from issuance of common stock 180 713
------- -------
Cash provided by financing activities 1,664 3,369
------- -------
Effect of exchange rate changes 144 (926)
------- -------
Decrease in cash and cash equivalents (4,838) (1,456)
Cash and cash equivalents at beginning of period 10,403 3,006
------- -------
Cash and cash equivalents at end of period $ 5,565 $ 1,550
======= =======
</TABLE>
See Accompanying Notes to Condensed
Consolidated Financial Statements
-5-
<PAGE>
FLOW INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
-------------------------
1999 1998
<S> <C> <C>
Net Income $ 1,300 $ 1,796
Other Comprehensive Income:
Unrealized Loss on Equity Securities Available 5 (364)
for Sale, net of tax
Cumulative Translation Adjustment 144 (926)
------- -------
Comprehensive Income $ 1,449 $ 506
======= =======
</TABLE>
See Accompanying Notes to Condensed
Consolidated Financial Statements
-6-
<PAGE>
FLOW INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended July 31, 1999
(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, results of
operations and cash flows. These interim financial statements should be
read in conjunction with the April 30, 1999 consolidated financial
statements included in the Company's Annual Report filed with the
Securities and Exchange Commission on Form 10-K. Operating results for the
three months ended July 31, 1999 may not be indicative of future results.
2. Basic earnings per share represents net income available to common
stockholders divided by the weighted average number of shares outstanding
during the period. Diluted earnings per share represents net income
available to common stockholders divided by the weighted average number of
shares outstanding including the potentially dilutive impact of stock
options, where appropriate.
Basic shares outstanding for the three months ended July 31, 1999 and 1998
were 14,685,000 and 14,898,000, respectively. Diluted shares outstanding
for the three months ended July 31, 1999 and 1998 were 15,068,000 and
15,347,000, respectively. The diluted shares outstanding include potential
dilutive common shares from employee stock options of 383,000 and 449,000
for the three months ended July 31, 1999 and 1998, respectively.
3. Inventories consist of the following:
(in thousands)
<TABLE>
<CAPTION>
July 31, 1999 April 30, 1999
------------- --------------
<S> <C> <C>
Raw Materials and Parts $28,398 $26,776
Work in Process 10,771 11,223
Finished Goods 11,100 9,772
------- -------
$50,269 $47,771
======= =======
</TABLE>
-7-
<PAGE>
FLOW INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three months Ended July 31, 1999
(unaudited)
4. Recently Issued Accounting Pronouncements
Statement of Financial Accounting Standards No. 133, ("FAS 133"),
"Accounting for Derivative Instruments and Hedging Activities", is
effective beginning in fiscal 2002, with early adoption permitted. FAS 133
standardizes the accounting for derivative instruments by requiring that an
entity recognize those items as assets or liabilities in the financial
statements and measure them at fair value. The Company is currently
reviewing the requirements of FAS 133 and assessing its impact on the
Company's financial statements. The Company has not made a decision
regarding the period of adoption.
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use", is effective
beginning in fiscal 2000. SOP 98-1 requires companies to capitalize the
cost of computer software developed or obtained for internal use. The
adoption of SOP 98-1 during the first quarter of fiscal 2000 did not have a
material impact on the Company.
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of
Start-up Activities", is effective beginning in fiscal 2000. SOP 98-5
requires companies to expense costs associated with start-up operations,
including costs previously deferred. The adoption of SOP 98-5 during the
first quarter of fiscal 2000 did not have a material impact on the Company.
5. Subsequent Events
On September 3, 1999 the Company entered into an agreement to purchase
substantially all of the assets and selected liabilities of a manufacturing
concern for $4.5 million.
-8-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Revenue for Flow International Corporation ("Flow" or the "Company") for
the three month period ended July 31, 1999 was $41.3 million, an increase of
$4.8 million (13%) as compared to $36.4 million in the prior year. Revenues
increased in the first quarter of fiscal 2000 due to the acquisition of Flow
Pressure Systems Vasteras AB ("Pressure Systems") in March 1999. Geographically,
domestic and European revenues increased $1.3 million (7%) and $3.8 million
(40%), respectively, as compared to the prior year period. Increases in these
two areas were the result of inclusion of Flow Pressure Systems. Domestic
revenues in the quarter totaled $20.2 million while European revenues
represented 32% of consolidated revenues at $13.3 million. Excluding Pressure
Systems, revenues in both geographic areas were down slightly. Asian revenues
decreased 4% for the three months ended July 31, 1999 as compared to the prior
year period, and represented 8% of total revenues. The Company's revenues can be
segregated into systems sales and consumables sales. In general a system sale is
comprised of a pump along with the robotics or articulation to move the cutting
head, and may also include automation capabilities. Consumables represent parts
used by the pump and cutting head during operation. Systems revenues for the
three months ended July 31, 1999 were $27.6 million, an increase of $4.3 million
(19%) compared to the prior year. Consumables revenues were $13.7 million for
the three months ended July 31, 1999, a $513,000 (4%) increase versus the prior
year. There have not been any significant price increases or decreases for the
Company's products.
The Company has begun to apply ultrahigh-pressure ("UHP") technology to
food, trademarked as "Fresher Under Pressure"-TM-. By exposing foods to
pressures up to 100,000 psi for a short time, typically 30 seconds to slightly
more than two minutes, UHP achieves the effects of pasteurization without heat.
Not only are spoilage microorganisms destroyed, but the process also destroys
harmful pathogens such as E. coli bacteria, thus increasing shelf life while
ensuring a safe, healthy product. Unlike thermal treatment (pasteurization), UHP
technology does not destroy or alter the nutritional qualities, taste, texture
or color of the food. Flow has developed a technology that features a
`continuous flow' concept whereby pumpable foods such as juices, salsas,
guacamole, liquid eggs and salad dressings are pumped into pressure chambers,
pressurized and then pumped into the next stage of the process, such as
bottling. This continuous flow process is fully automated and requires just a
single operator. The Company also has the ability to process non-pumpable foods
as a result of the acquisition of Pressure Systems. Pressure Systems provides
Flow the patented large batch system vessel technology. Flow is the only
supplier in the world to have full capabilities in both the continuous flow and
batch UHP food processing technology. The Company's practice is to lease the
continuous flow technology, while the batch processing systems manufactured by
Pressure Systems are sold. These leases have a fixed monthly charge plus a per
gallon or per pound usage fee. Included in
-9-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
revenues for the three month period ended July 31, 1999 is approximately
$300,000 associated with the Fresher Under Pressure technology, which meets
management expectations. The Company estimates fiscal 2000 revenues related
to both batch and continuous flow food purification systems will be between
$7 million and $10 million depending on when clients launch their new fresh
products. Management also anticipates this market will double each year for
the next three years.
Gross profit for the quarter was $17.1 million, an increase of $1.3 million
(8%) over the prior year period. Gross profit expressed as a percentage of
revenues (gross margin rate) was 42% for the quarter as compared to 43% in the
prior year quarter. Comparison of gross margin rates is dependent on the mix of
sales revenue types, which includes special system, standard system and
consumables sales. Systems typically carry lower gross margin rates than the
Company's consumable parts. Additionally, special systems are generally custom
designed and carry lower margins than the Company's standard systems such as the
Bengal, Flying Bridge, Husky, Eagle and A-series. The gross margin rate decrease
in the quarter was primarily due to a lower percentage of consumables and
standard systems sales relative to special systems sales versus the prior year
period.
Operating expenses of $13.8 million increased $1.3 million (10%) for the
three months ended July 31, 1999, compared to the prior year period. Marketing
expenses increased $1.2 million (21%) as compared to the prior year period.
Expressed as a percentage of revenue, marketing expenses increased to 17% for
the quarter, versus 16% last year. Approximately one-half of the increase versus
fiscal 1999 was the inclusion of Pressure Systems. In addition, the Company
incurred expenses associated with the new South American operations. Research
and engineering expense decreased $187,000 (6%) as compared to the prior year
period. As a percentage of revenues, research and engineering was 7% for the
three months ended July 31, 1999, as compared to 8% of revenues for the prior
year period. Included in marketing, and research and engineering expenses are
Fresher Under Pressure development costs of approximately $500,000 for both the
three month periods ended July 31, 1999 and 1998. General and administrative
expense increased $244,000 (7%) for the three month period ended July 31, 1999,
as compared to the prior year period. Excluding Pressure Systems, general and
administrative expense was down slightly versus last year. Expressed as a
percentage of revenue, general and administrative expense was comparable to the
prior year period at 10%.
-10-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Operating income for the quarter ended July 31, 1999 was comparable to the
prior year at $3.3 million.
First quarter fiscal 2000 interest and other expense, net of $1.5 million
increased $756,000 (105%) versus the prior year period. The current quarter
includes $1.3 million of interest expense, an increase of $586,000 (77%) versus
the prior year period due to higher average debt levels. The higher debt levels
are associated with the March 1999 purchase of Pressure Systems, as well as
additional financing related to the further development of the Fresher Under
Pressure program. The $125,000 of other expense, net in the quarter includes the
expense associated with the minority interest in joint ventures.
Based upon the expected tax position of the Company for fiscal 2000, taxes
for the three months ended July 31, 1999 have been provided for at 30% of
pre-tax income. First quarter fiscal 1999 taxes were provided for at 31% of
pre-tax income; however, the net tax rate for the twelve months in fiscal 1999
was 28%. The increased rate of 30% in fiscal 2000 as compared to the net twelve
month fiscal 1999 rate of 28% is reflective of the projected change in mix of
pre-tax income to higher taxing jurisdictions. 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
adjustments to the Company's deferred tax valuation allowance.
Basic shares outstanding for the three months ended July 31, 1999 and 1998
were 14,685,000 and 14,898,000, respectively. Diluted shares outstanding for the
three months ended July 31, 1999 and 1998 were 15,068,000 and 15,347,000,
respectively. The diluted shares outstanding include potential dilutive common
shares from employee stock options of 383,000 and 449,000 for the three months
ended July 31, 1999 and 1998, respectively.
The Company recorded net income of $1.3 million or $.09 per basic and
diluted share for the three months ended July 31, 1999, compared to $1.8
million, or $.12 per basic and diluted share for the same prior year period.
Excluding the Fresher Under Pressure development expenses, Flow's diluted
earnings per share would have been $.12 and $.15 for the three months ended July
31, 1999 and 1998, respectively.
-11-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
LIQUIDITY AND CAPITAL RESOURCES
The Company used $4.5 million from operations during the three months ended
July 31, 1999 compared to using $2.7 million from operating activities during
the three months ended July 31, 1998. A significant use of cash during the
quarter was the reduction of trade accounts payable of $6 million. At July 31,
1999, the Company had $8.1 million in completed continuous feed Fresher Under
Pressure units as well as work in progress and stores inventory. Of this amount,
$4 million is classified as property and equipment and the remaining $4.1
million is included in inventory on the Consolidated Balance Sheet. 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. The Company's Credit Agreement and Private Placement require the
Company to comply with certain financial covenants. As of July 31, 1999, the
Company was in compliance with all such covenants.
Gross trade receivables at July 31, 1999 decreased $236,000 from April 30,
1999. Days sales in gross accounts receivable can be negatively impacted by the
traditionally longer payment cycle outside the United States as well as timing
of payments on large special 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 July 31, 1999 increased $2.5 million (5%) from April 30,
1999. Certain products manufactured by Pressure Systems, Flow Robotics and Flow
Automation can require an extended manufacturing period and thus impact
inventory levels from period to period. Pressure Systems manufacturing contracts
accounted for $2 million of the inventory increase.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during the
three months ended July 31, 1999. For additional information, refer to
Management's Discussion and Analysis of Financial Condition and Results of
Operations as presented in the fiscal 1999 Annual Report to Stockholders.
-12-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Year 2000 Issues and Conversion:
Background: Some computers, software, and other equipment include programming
code that limits the "year" field to two digits. Thus, these systems could fail
in the event that the last two digits "00" are interpreted to mean the year
1900. For this reason, the Company began the conversion process to upgrade its
systems in Fiscal 1998.
Assessment: The Year 2000 issues could effect computers, software, and other
equipment used, or maintained by the Company. The Company has reviewed its
internal computer programs and systems to determine if the programs and systems
are Year 2000 ready. The Company believes that its computer systems will be year
2000 ready in a timely manner. To date, the Company has converted and tested its
primary computer system and is currently upgrading the internal computer systems
of its subsidiaries.
The estimated costs of these efforts are $250,000 and are not expected to be
material to the Company's financial position or any of its financial results
from operations. There can however be no assurance to this effect. To date, no
other Information Technology projects that have a material effect on the
Company's operations have been deferred.
Software Sold to Customers: The Company develops its own proprietary software
which controls the functions of some of its machines. The Company also sells
software or other electronic control devices purchased from third party vendors.
The Company believes that it has substantially identified and resolved all
potential Year 2000 issues with any of its software products. However, the
Company believes that it is not possible to determine with complete certainty
that its products are entirely Year 2000 ready. As with most software, it is
dependent upon hardware and other operating systems that are provided by other
third party vendors not under the Company's control.
Internal Infrastructure: The Company is in the process of reviewing all of its
equipment that is used in the receiving, manufacturing, and shipping of its
products as well at its copiers, fax machines, elevators, telephone systems and
other equipment used to maintain daily operations. To date, the Company has not
identified any material issues that would effect the ongoing operations. The
Company is on schedule
-13-
<PAGE>
FLOW INTERNATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
with its review of these systems and does not expect any required modifications
to have a material adverse effect on its future financial results. However, the
Company is continuing to monitor the process and this estimate will be revised
if additional material information is discovered.
Suppliers: The Company has initiated communications with all of its critical
suppliers in April 1998. The form of this communication was by questionnaire
designed to determine the Year 2000 readiness of the suppliers business systems.
To date, the Company has completed the mailing of all questionnaires. The
Company is in the process of reviewing supplier responses and monitoring
progress of supplier Year 2000 projects. Based upon responses to date, the
Company believes that its critical suppliers will be Year 2000 compliant and
does not currently expect any adverse effects on its daily operations. While the
Company does not expect any material adverse effects, the Company can provide no
assurance that these suppliers will resolve all of their Year 2000 issues on a
timely basis. The Company will continue to monitor this process and revise its
expectations as needed.
Risks: While the Company is taking steps in all areas discussed above, there can
be no assurance that all Year 2000 issues will be entirely resolved. Due to this
inherent uncertainty, resulting in part from the uncertainty of the Year 2000
readiness of third-party suppliers and customers, there could be interruptions
or failures that would materially impact normal business operations. The Year
2000 Project is expected to significantly reduce the potential of any such
material adverse effects. Further, the Year 2000 Project includes the
development of contingency plans for those systems that are critical to daily
operations.
Readers are cautioned that the forward-looking statements contained in the Year
2000 Issues and Conversion should be read in conjunction with the Company's
disclosures under the heading: "Safe Harbor Statement'.
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 1999 FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.
-14-
<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
(a) Exhibits - None
(b) Reports on Form 8-K - None
-15-
<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: September 9, 1999 /s/ Ronald W. Tarrant
---------------------
Ronald W. Tarrant
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Date: September 9, 1999 /s/ Stephen D. Reichenbach
--------------------------
Stephen D. Reichenbach
Executive Vice President, Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
-16-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> JUL-31-1999
<CASH> 5,565
<SECURITIES> 0
<RECEIVABLES> 56,499
<ALLOWANCES> 859
<INVENTORY> 50,269
<CURRENT-ASSETS> 120,444
<PP&E> 43,260
<DEPRECIATION> 24,687
<TOTAL-ASSETS> 180,317
<CURRENT-LIABILITIES> 37,570
<BONDS> 0
0
0
<COMMON> 147
<OTHER-SE> 65,504
<TOTAL-LIABILITY-AND-EQUITY> 180,317
<SALES> 41,261
<TOTAL-REVENUES> 41,261
<CGS> 24,127
<TOTAL-COSTS> 37,928
<OTHER-EXPENSES> 125
<LOSS-PROVISION> 93
<INTEREST-EXPENSE> 1,349
<INCOME-PRETAX> 1,859
<INCOME-TAX> 559
<INCOME-CONTINUING> 1,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,300
<EPS-BASIC> 0.09
<EPS-DILUTED> 0.09
</TABLE>
