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): July 1, 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 July 1, 2010 reporting results for the Company’s fourth fiscal quarter ended April 30, 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 Thursday, July 1, 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 July 1, 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: July 1, 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 FOURTH QUARTER RESULTS
Standard Segment Sales Drive Sequential Revenue Growth

Kent, WA — July 1, 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 fourth quarter ended April 30, 2010.

For the quarter, Flow reported consolidated revenues of $48.6 million, a 7% sequential increase from $45.4 million in the fiscal 2010 third quarter, and an 11% increase from $43.7 million in the fourth quarter one year ago.

The Company reported fiscal 2010 fourth quarter net income of $0.1 million or $0.00 per share. That compares to a net loss of $4.5 million or $0.12 loss per share in the year ago fourth quarter, which included non-recurring pre-tax charges aggregating to $5.2 million. Excluding those charges and the related tax effects, the year ago fourth quarter pro forma loss from continuing operations was $1.2 million or $0.03 loss per share.

“This marks our third consecutive quarter of sequential revenue growth, as we continue to see signs that our Standard segment is stabilizing or improving in most of our global markets, with customers generally starting to reinvest in line with the pace of recovery,” said Charley Brown, President and CEO of Flow. “We also continue to remain optimistic about our Advanced segment as our backlog stood at $21.9 million despite nearing completion of the Company’s initial two-year, $30 million Airbus A-350XWB contract.”

Operations Review for Fiscal 2010 Fourth 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 $40.7 million, an increase of $3.7 million or 10% sequentially from

	the fiscal year 2010 third quarter, and an increase of $9.7 million or 31% from the prior year fourth quarter.
•	Advanced segment sales, which include sales of complex aerospace and application systems requiring specific custom configuration and advanced features as well as parts and services for those installed systems, were $7.9 million for the quarter, a sequential decrease of $0.4 million or 5% from the fiscal year 2010 third quarter, and a decrease of $4.8 million or 38% from the prior year quarter. Advanced segment sales are recorded using the percentage of completion method, with lead times ranging as long as 18 to 24 months.
•	Aggregate gross margins were 39.0% for the quarter, compared to gross margin of 40.2% in the fiscal 2010 third quarter and 39.8% in the prior year fourth quarter.
•	Total overall operating expenses for the quarter were $18.4 million. That compares to $18.5 million in the fiscal 2010 third quarter; and to $17.9 million in the prior year fourth quarter, excluding $4.5 million in non-recurring charges.
•	In the prior year fourth quarter, the Company recorded non-recurring charges aggregating to $5.2 million comprised of $4.5 million related to previously deferred transaction costs for a terminated acquisition, consolidation of manufacturing facilities and severance costs, and a $0.7 million charge primarily related to the amendment of its senior credit facility. There were no non-recurring charges in the fiscal year 2010 fourth quarter.

Conference Call

Flow plans to hold a conference call to discuss these results today: Thursday, July 1^st 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 7-day replay will be available following the call by dialing 800-642-1687 or 706-645-9291. The conference call passcode is 82339375. 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 stabilizing or improving revenue and optimism for the Advanced segment. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this announcement.
that speak only as of the date of this announcement.

Flow International Corporation
Consolidated Statements of Operations
(Unaudited)

	Three months ended April 30,									Twelve months ended April 30,
US Dollars in thousands, except per share data	2010			2009			% Change			2010			2009			% Change
Sales	$	48,604		$	43,749			11	%	$	173,749		$	210,103			-17	%
Cost of Sales		29,668			26,337			13	%		105,982			121,775			-13	%
Gross Margin		18,936			17,412			9	%		67,767			88,328			-23	%
Operating Expenses:
Sales and Marketing		10,303			9,174			12	%		37,259			41,170			-9	%
Research and Engineering		2,322			1,835			27	%		8,104			8,644			-6	%
General and Administrative		5,791			6,920			-16	%		25,182			29,506			-15	%
Restructuring and Other Operating Charges		—			4,484			-100	%		4,222			38,642			-89	%
Operating Expenses		18,416			22,413			-18	%		74,767			117,962			-37	%
Operating Income (Loss)		520			(5,001	)	NM				(7,000	)		(29,634	)		76	%
Interest Expense, net		(348	)		(732	)		-52	%		(2,122	)		(1,068	)		99	%
Other Expense, net		(245	)		(555	)		-56	%		(1,111	)		(614	)		81	%
Loss Before Benefit for Income Taxes		(73	)		(6,288	)		99	%		(10,233	)		(31,316	)		67	%
Benefit for Income Taxes		191			1,950			-90	%		2,844			8,230			-65	%
Income (Loss) from Continuing Operations		118			(4,338	)	NM				(7,389	)		(23,086	)		68	%
Income (Loss) from Discontinued Operations, net of tax		(6	)		(133	)		95	%		(1,095	)		(733	)		-49	%
Net Income (Loss)	$	112		$	(4,471	)	NM			$	(8,484	)	$	(23,819	)		64	%
Basic and Diluted Income (Loss) Per Share:
Income (Loss) from Continuing Operations	$	0.00		$	(0.12	)	NM			$	(0.17	)	$	(0.61	)		72	%
Net Income (Loss)	$	0.00		$	(0.12	)	NM			$	(0.19	)	$	(0.63	)		69	%
Weighted Average Shares Outstanding Used in Computing Basic and Diluted Income (Loss) Per Share (000):
Basic and Diluted		46,909			37,685						43,567			37,627
Diluted		46,909			37,685						43,567			37,627

NM = not meaningful

Flow International Corporation
Consolidated Balance Sheets
(Unaudited)

	April 30,		April 30,
US Dollars in thousands	2010		2009		% Change
ASSETS:
Current Assets:
Cash	$	6,367	$	10,117		-37	%
Receivables, net		35,749		32,103		11	%
Inventories		22,503		21,480		5	%
Other Current Assets		9,476		31,543		-70	%
Total Current Assets		74,095		95,243
Property and Equipment, net		21,769		22,983		-5	%
Other Long-Term Assets		35,345		26,734		32	%
	$	131,209	$	144,960
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Notes Payable	$	350	$	15,226		-98	%
Current Portion of Long-Term Obligations		61		1,367		-96	%
Accounts Payable and Other Accrued Liabilities		22,573		17,897		26	%
Other Current Liabilities		19,198		17,830		8	%
Reserve for Patent Litigation		—		15,000		-100	%
Total Current Liabilities		42,182		67,320
Other Long-Term Liabilities		5,449		8,929		-39	%
Subordinated Notes		7,954		6,000		33	%
Total Other Long-Term Liabilities		55,585		82,249
Shareholders’ Equity		75,624		62,711		21	%
	$	131,209	$	144,960

Flow International Corporation
Supplemental Data
(Unaudited)

	Three months ended April 30,							Twelve months ended April 30,
US Dollars in thousands	2010		2009%		Change			2010		2009%		Change
Sales Breakdown:
Systems	$	32,459		29,946		8	%	$	116,132	$	145,944		-20	%
Consumable Parts		16,145		13,803		17	%		57,617		64,159		-10	%
Total	$	48,604	$	43,749		11	%	$	173,749	$	210,103		-17	%
Segment Revenue Breakdown:
Standard	$	40,698	$	31,040		31	%	$	137,514	$	181,132		-24	%
Advanced		7,906		12,709		-38	%		36,235		28,971		25	%
	$	48,604	$	43,749		11	%	$	173,749	$	210,103		-17	%
*   Includes corporate overhead expenses as well as general and administrative expenses of inactive subsidiaries that do not constitute segments.
Depreciation and Amortization Expense	$	1,647	$	1,133		45	%	$	5,725	$	4,343		32	%
Capital Spending	$	1,044	$	2,070		-50	%	$	9,969	$	8,932		12	%

NM = not meaningful

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

	Three months ended April 30,					Twelve months ended April 30,
US Dollars in thousands, except per share data	2010		2009			2010			2009
GAAP Income (Loss) from Continuing Operations	$	118	$	(4,338	)	$	(7,389	)	$	(23,086	)
Adjustments:
OMAX Termination Charge		—		—			3,219			—
Write-off of Previously Deferred Direct Transaction Costs		—		3,767			—			3,767
Restructuring and Other Operating Charges		—		717			1,003			2,994
Goodwill Impairment		—		—						2,764
Provision for Patent Litigation		—		—						29,000
Write-off of Deferred Debt Issuance Costs		—		654			253			654
Inventory Write-Off		—		36			—			144
Liquidation of Dormant Foreign Subsidiaries		—		—			1,277			—
Tax Effect of Adjustments		—		(2,018	)		(2,610	)		(15,336	)
Pro forma Income (Loss) from Continuing Operations	$	118	$	(1,182	)	$	(4,248	)	$	901
GAAP Net Income (Loss)	$	112	$	(4,471	)	$	(8,484	)	$	(23,819	)
Adjustments:
OMAX Termination Charge		—		—			3,219			—
Write-off of Previously Deferred Direct Transaction Costs		—		3,767			—			3,767
Restructuring and Other Operating Charges		—		717			1,003			2,994
Goodwill Impairment		—		—			—			2,764
Provision for Patent Litigation		—		—			—			29,000
Write-off of Deferred Debt Issuance Costs		—		654			253			654
Inventory Write-Off		—		36			—			144
Liquidation of Dormant Foreign Subsidiaries		—		—			1,277			—
Discontinued Operations		6		133			1,095			733
Tax Effect of Adjustments		—		(2,018	)		(2,610	)		(15,336	)
Pro forma Net Income (Loss)	$	118	$	(1,182	)	$	(4,248	)	$	901
Per Share Amounts
GAAP Basic and Diluted Income (Loss) Per Share
Income (Loss) from Continuing Operations	$	0.00	$	(0.12	)	$	(0.17	)	$	(0.61	)
Net Income (Loss)	$	0.00	$	(0.12	)	$	(0.19	)	$	(0.63	)
Pro forma Basic and Diluted Income (Loss) per Share
Income (Loss) from Continuing Operations	$	0.00	$	(0.03	)	$	(0.10	)	$	0.02
Net Income (Loss)	$	0.00	$	(0.03	)	$	(0.10	)	$	0.02