8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 9, 2010

FLOW INTERNATIONAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

001-34443	91-1104842
(Commission File Number)	(IRS Employer Identification No.)
23500 64th Avenue South, Kent, Washington	98032
(Address of Principal Executive Offices)	(Zip Code)

(253) 850-3500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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 Condition.

Flow International Corporation (the “Company”) issued a press release dated March 9, 2010 reporting results for the Company’s third fiscal quarter ended January 31, 2010. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The Company will hold a conference call to discuss the results on Tuesday, March 9, 2010, at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time).

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press release dated March 9, 2010.

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 hereunto duly authorized.

	FLOW INTERNATIONAL CORPORATION (Registrant)
Date: March 9, 2010	By:	/s/ John S. Leness
		John S. Leness
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:
Flow Investor Relations
Geoffrey Buscher
253-813-3286
investors@flowcorp.com

FLOW INTERNATIONAL ANNOUNCES THIRD QUARTER RESULTS
Second Quarter of Sequential Revenue Growth

Kent, WA — March 9, 2010 — Flow International Corporation (NASDAQ: FLOW), the world’s leading developer and manufacturer of industrial waterjet machines for cutting and cleaning applications, today reported results for its fiscal 2010 third quarter ended January 31, 2010.

For the quarter, Flow reported consolidated revenues of $45.4 million, a sequential increase of 8% compared to $42.0 million in the fiscal 2010 second quarter. This follows the previously reported 11% sequential revenue growth in the second quarter compared to first quarter of fiscal 2010. Revenue in the year-ago third quarter was $48.7 million.

The Company reported a fiscal 2010 third quarter GAAP net loss of $0.7 million or a loss of $0.02 per share, which includes a non-cash charge of $1.3 million for foreign currency adjustments primarily related to the liquidation of two dormant subsidiaries. Excluding these adjustments and the related tax effects, as well as the results of discontinued operations, pro forma net loss for the quarter was $0.3 million or $0.01 per share. This compares to a pro forma net loss of $0.2 million in the fiscal 2009 third quarter, which excludes non-recurring charges of $32.3 million related to a patent litigation settlement, a goodwill impairment charge, and severance expenses, as well as the related tax effects and the results of discontinued operations. As reported, including the above items, the year-ago quarter GAAP net loss was $21.4 million or $0.57 per share.

“This represents the second quarter of sequential growth in our revenue, and it was led by the strengthening of our Standard systems business,” said Charley Brown, President and CEO of Flow. “While we feel that our business is stabilizing, we expect that, until the overall macroeconomic environment significantly improves, this stability will represent historically low levels.”

Operations Review

For the fiscal 2010 third quarter:

• Standard Segment sales, which include sales of systems that do not require significant custom configuration as well as parts and services for those installed systems, were $37.0 million, an increase of $5.6 million or 18% sequentially from the fiscal year 2010 second quarter and a decrease of $4.2 million or 10% from the prior-year quarter.

• Advanced Segment sales, which include sales of complex aerospace and automation systems requiring specific custom configuration and advanced features as well as parts and services for those installed systems, were $8.3 million for the quarter as expected, a sequential decrease of $2.3 million or 22% from the fiscal year 2010 second quarter and an increase of $0.9 million or 12% from the prior-year quarter.

• Aggregate gross margin was 40.2% for the quarter, an increase from gross margin of 39.6% in the fiscal 2010 second quarter and 39.3% gross margin in the prior-year quarter.

• Total overall operating expenses for the quarter were $18.5 million. That compares to $18.7 million in the prior-year quarter, excluding $32.3 million in restructuring, impairment, and other operating charges, and to $16.9 million in the fiscal 2010 second quarter, excluding the $0.6 million gain recognized on the sale of the building in Taiwan. The fiscal 2010 third quarter includes increased costs associated with the implementation of Flow’s Enterprise Resource Planning system and related depreciation and amortization, and the partial reinstatement of the temporary wage reductions and employee benefits that had previously been suspended since the fourth quarter of fiscal 2009.

Conference Call

Flow plans to hold a conference call to discuss these results today: Tuesday, March 9^th at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). The conference call may be heard by dialing 877-303-6620 or 224-357-2202. A 48-hour replay will be available following the call by dialing 800-642-1687 or 706-645-9291; the replay passcode is 60348022. A live audio Webcast of the conference call may be found in the investor section at www.flowcorp.com. A Webcast replay of the call will also be available for two weeks.

About Flow International

Flow International Corporation is the world’s leading developer and manufacturer of ultrahigh-pressure waterjet cutting technology to industries including automotive, aerospace, job shop, surface preparation, and more. For more information, visit www.flowcorp.com.

This press release contains forward-looking statements relating to future events or future financial performance that involve risks and uncertainties. The words “believe,” “expect,” “intend,” “anticipate,” variations of such words, and similar expressions identify forward-looking statements but their absence does not mean that the statement is not forward-looking. These statements are only predictions and actual results could differ materially from those anticipated in these statements based on a number of risk factors, including those set forth in the Company’s filings with the Securities and Exchange Commission. Forward- looking statements in this press release include, without limitation, statements regarding sequential growth in revenue and stabilizing revenue. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this announcement.

Flow International Corporation
Consolidated Statements of Operations
(Unaudited)

US Dollars in thousands, except per share data

	Three months ended January 31,						Nine months ended January 31,
	2010			2009			2010			2009
Sales	$	45,356		$	48,711		$	125,145		$	166,353
Cost of Sales		27,133			29,565			76,314			95,436
Gross Margin		18,223			19,146			48,831			70,917
Operating Expenses:
Sales and Marketing		10,065			9,996			26,956			31,996
Research and Engineering		2,235			2,281			5,782			6,809
General and Administrative		6,198			6,418			19,391			22,586
Restructuring and Other Operating Charges		—			32,278			4,222			34,158
Operating Expenses		18,498			50,973			56,351			95,549
Operating Loss		(275	)		(31,827	)		(7,520	)		(24,632	)
Interest Expense, net		(429	)		(348	)		(1,774	)		(337	)
Other Income (Expense), net		(1,218	)		392			(866	)		(56	)
Loss Before Benefit for Income Taxes		(1,922	)		(31,783	)		(10,160	)		(25,025	)
Benefit for Income Taxes		1,124			11,106			2,653			6,277
Loss from Continuing Operations		(798	)		(20,677	)		(7,507	)		(18,748	)
Income (Loss) from Discontinued Operations, net of tax		51			(686	)		(1,089	)		(597	)
Net Loss	$	(747	)	$	(21,363	)	$	(8,596	)	$	(19,345	)
Basic and Diluted Loss Per Share:
Loss from Continuing Operations	$	(0.02	)	$	(0.55	)	$	(0.18	)	$	(0.50	)
Net Loss	$	(0.02	)	$	(0.57	)	$	(0.20	)	$	(0.51	)
Weighted Average Shares Outstanding Used in Computing Basic and Diluted Loss Per Share (000):
Basic and Diluted		46,879			37,639			42,490			37,609

Flow International Corporation
Consolidated Balance Sheets
(Unaudited)

US Dollars in thousands

	January 31,		April 30,
	2010		2009
ASSETS:
Current Assets:
Cash	$	6,622	$	10,117
Receivables, net		36,859		32,103
Inventories		22,031		21,480
Other Current Assets		11,004		31,543
Total Current Assets		76,516		95,243
Property and Equipment, net		21,674		22,983
Other Long-Term Assets		34,997		26,734
	$	133,187	$	144,960
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Notes Payable	$	2,150	$	15,226
Current Portion of Long-Term Obligations		54		1,367
Accounts Payable and Other Accrued Liabilities		21,675		17,897
Other Current Liabilities		19,444		17,830
Reserve for Patent Litigation		—		15,000
Total Current Liabilities		43,323		67,320
Other Long-Term Liabilities		7,304		8,929
Subordinated Notes		7,775		6,000
Total Other Long-Term Liabilities		58,402		82,249
Shareholders’ Equity		74,785		62,711
	$	133,187	$	144,960

Flow International Corporation
Supplemental Data
(Unaudited)

US Dollars in thousands

	Three months ended January 31,						Nine months ended January 31,
	2010			2009			2010			2009
Sales Breakdown:
Systems	$	31,905			33,739		$	83,673		$	115,997
Consumable Parts		13,451			14,972			41,472			50,356
Total	$	45,356		$	48,711		$	125,145		$	166,353
Segment Revenue Breakdown:
Standard	$	37,036		$	41,269		$	96,817		$	149,898
Advanced		8,320			7,442			28,328			16,455
	$	45,356		$	48,711		$	125,145		$	166,353
Segment Operating Income (Loss) Breakdown:
Standard	$	978		$	2,441		$	(211	)	$	21,592
Advanced		1,229			628			4,999			(3,417	)
All Other*		(2,482	)		(34,896	)		(12,308	)		(42,807	)
	$	(275	)	$	(31,827	)	$	(7,520	)	$	(24,632	)
*   Includes corporate overhead expenses as well as general and administrative expenses of inactive subsidiaries that do not constitute segments.
Depreciation and Amortization Expense	$	1,485		$	1,113		$	4,078		$	3,210
Capital Spending	$	968		$	1,920		$	8,925		$	6,862

NM = not meaningful

Flow International Corporation
Reconciliation of GAAP to Pro forma
(Unaudited)

US Dollars in thousands, except per share data

	Three months ended January 31,						Nine months ended January 31,
	2010			2009			2009			2008
GAAP Loss from Continuing Operations	$	(798	)	$	(20,677	)	$	(7,507	)	$	(18,748	)
Adjustments:
OMAX Termination Charge		—			—			3,219			—
Restructuring and Other Operating Charges		—			514			1,003			2,394
Goodwill Impairment		—			2,764						2,764
Provision for Patent Litigation		—			29,000						29,000
Write-off of Deferred Debt Issuance Costs		—			—			253			—
Inventory Write-Off		—			—			—			108
Liquidation of Dormant Foreign Subsidiaries		1,277			—			1,277			—
Tax Effect of Adjustments		(780	)		(11,765	)		(3,390	)		(11,765	)
Pro forma Income (Loss) from Continuing Operations	$	(301	)	$	(164	)	$	(5,146	)	$	3,753
GAAP Net Loss	$	(747	)	$	(21,363	)	$	(8,596	)	$	(19,345	)
Adjustments:
OMAX Termination Charge		—			—			3,219			—
Restructuring and Other Operating Charges		—			514			1,003			2,394
Goodwill Impairment		—			2,764			—			2,764
Provision for Patent Litigation		—			29,000			—			29,000
Write-off of Deferred Debt Issuance Costs		—			—			253			—
Inventory Write-Off		—			—			—			108
Liquidation of Dormant Foreign Subsidiaries		1,277			—			1,277			—
Discontinued Operations		(51	)		686			1,089			597
Tax Effect of Adjustments		(780	)		(11,765	)		(3,390	)		(11,765	)
Pro forma Net Income (Loss)	$	(301	)	$	(164	)	$	(5,146	)	$	3,753
Per Share Amounts
GAAP Basic and Diluted Income (Loss) Per Share Income (Loss) from Continuing Operations	$	(0.02	)	$	(0.55	)	$	(0.18	)	$	(0.50	)
Net Income (Loss)	$	(0.02	)	$	(0.57	)	$	(0.20	)	$	(0.51	)
Pro forma Basic and Diluted Income (Loss) per Share Income (Loss) from Continuing Operations	$	(0.01	)	$	(0.00	)	$	(0.12	)	$	0.10
Net Income (Loss)	$	(0.01	)	$	(0.00	)	$	(0.12	)	$	0.10