8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 5, 2008 (December 5, 2008)
Date of Report (Date of earliest event reported)

FLOW INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)	0-12448 (Commission File Number)	91-1104842 (IRS Employer
		Identification Number)

23500 — 64th Avenue South, Kent, Washington 98032
(Address of principal executive offices) (Zip Code)

(253) 850-3500
(Registrant’s telephone number, including area code)

N/A
(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:

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 (“Flow” or the “Company”) issued a press release December 5, 2008 reporting results for its fiscal 2009 second quarter ended October 31, 2008.

A copy of the release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company will hold a conference call to discuss the results on Friday, December 5th at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time).

ITEM 9.01. Exhibits

     (d) Exhibits

99.1 News Release dated December 5, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 5, 2008	FLOW INTERNATIONAL CORPORATION
	By:	/s/ John S. Leness
	Name:	John S. Leness
	Title:	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 FISCAL 2009
SECOND QUARTER RESULTS

Announces appointment of Interim CFO

Kent, WA — December 5^th, 2008 — 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 2009 second quarter ended October 31, 2008.

For the quarter, Flow reported that consolidated revenues increased 5% to $60.6 million, which compares to $57.8 million in the year-ago quarter. Net income for the quarter was $0.4 million or $0.01 per basic and diluted share, compared to $2.3 million or $0.06 per basic and diluted share a year ago.

Net income for the quarter just ended includes charges of $585,000 in closure costs related to the Company’s decisions to close its Burlington, Ontario facility and to shift from direct sales to a distributor relationship in Korea and to close its operation there. Excluding those items, net income on a pro forma basis for the

fiscal 2009 second quarter would have been $0.03 per basic and diluted share. Net income was also reduced by an unusually high effective tax rate resulting primarily from the closure of the Burlington facility.

Flow also announced that it had retained Allen Hsieh as its interim Chief Financial Officer, replacing Doug Fletcher, and had appointed Dohn Johnson, the Company’s Corporate Controller since 2007, Principal Accounting Officer. Mr. Hsieh has served as Chief Financial Officer at InfoSpace, Inc., a publicly-traded company, and was a partner at PricewaterhouseCoopers.

“These are solid operating results in challenging times, with growth in standard systems and parts sales globally and a 58% increase in our advanced systems backlog,” said Charley Brown, President and CEO of Flow. “We continue to position the Company for the current global economic slowdown and for growth when markets rebound.”

Operations Review
For the fiscal 2009 second quarter, compared to the prior-year 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, increased 11% from $50.5 million to $56.1 million. Within the segment, standard shapecutting system sales increased 13% on strong worldwide demand. Consumable parts sales increased 6% on a larger installed base of standard systems.

§	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, declined as anticipated to $4.5 million from $7.3 million. The decline is partially attributable to the inclusion of revenue in the prior year quarter from the Company’s now-closed unprofitable non-waterjet automation systems business. In the current quarter the advanced segment backlog increased $11.3 million to $30.7 million. This backlog will create strong segment growth beginning in the fourth quarter.
§	Consolidated gross margins improved from 41% to 42%. Gross margins were 130 basis points lower in the standard segment on a higher mix of system sales versus consumables, and 560 basis points higher in the advanced segment due in part to reduced fixed overhead from the Burlington closure.
§	Total operating expenses increased 9%. The increase is primarily due to closure costs for Burlington and Korea and the bi-annual International Manufacturing Technology Show (IMTS) in September.
§	Operating profit was $3.4 million, compared to $3.6 million a year ago. Excluding the $585,000 in closure costs, operating profit improved 11% and represented 7% of sales, in line with the year-ago quarter.
§	Other Expense was higher by $456,000 primarily as a result of volatility in foreign exchange markets.
§	The effective tax rate during the quarter was 85%, compared to 37% a year ago. The higher effective tax rate is attributable to current-year losses in certain foreign jurisdictions for which the Company does not anticipate a tax benefit. Of the $2.2 million in tax expense, approximately $1.3 million represents a non-cash deferred tax benefit.

Conference Call

Flow plans to hold a conference call to discuss these results today: Friday, December 5^th at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time). The conference call may be heard by dialing 1-303-242-0001. A 48-hour replay will be available

following the call by dialing 1-303-590-3000; the replay passcode is 11123128. 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 technology for cutting and cleaning. Flow provides state-of-the-art ultrahigh-pressure (UHP) technology to numerous industries including automotive, aerospace, job shop, surface preparation, food and dozens 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 April 30, 2008 Flow International Corporation Form 10-K Report, filed with the Securities and Exchange Commission. Forward-looking statements in this press release include, without limitation, statements regarding strength in advanced system and spare parts sales and increased backlog. 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 Income
(Unaudited)

US Dollars in thousands, except per share data

	Three months ended October 31,									Six months ended October 31,
	2008			2007			% Change			2008			2007			% Change
Sales	$	60,578		$	57,757			5	%	$	117,643		$	115,616			2	%
Cost of sales		34,939			33,795			3	%		65,873			68,351			-4	%
Gross margin		25,639			23,962			7	%		51,770			47,265			10	%
Operating expenses:
Sales and marketing		11,902			10,905			9	%		21,999			21,303			3	%
Research and engineering		2,278			2,145			6	%		4,528			4,425			2	%
General and administrative		7,578			7,300			4	%		16,169			19,562			-17	%
Restructuring charges		444			—			100	%		1,880			—			100	%
Operating expenses		22,202			20,350			9	%		44,576			45,290			-2	%
Operating income		3,437			3,612			-5	%		7,194			1,975			264	%
Interest income, net		(37	)		156			-124	%		12			265			-95	%
Other expense, net		(842	)		(579	)		45	%		(449	)		(334	)		34	%
Income before taxes		2,558			3,189			-20	%		6,757			1,906			255	%
Income tax (provision) benefit		(2,162	)		(1,170	)		85	%		(4,831	)		460		NM
Income from continuing operations		396			2,019			-80	%		1,926			2,366			-19	%
Discontinued operations, net of tax		16			276			-94	%		89			363			-75	%
Net income	$	412		$	2,295			-82	%	$	2,015		$	2,729			-26	%
Per share amounts:
Basic income from continuing operations	$	0.01		$	0.05		NM			$	0.05		$	0.06		NM
Diluted income from continuing operations	$	0.01		$	0.05		NM			$	0.05		$	0.06		NM
Basic net income	$	0.01		$	0.06		NM			$	0.05		$	0.07		NM
Diluted net income	$	0.01		$	0.06		NM			$	0.05		$	0.07		NM
Weighted average shares outstanding (000):
Basic		37,595			37,326						37,593			37,314
Diluted		37,595			37,511						37,596			37,540

NM = not meaningful

Flow International Corporation
Supplemental Data
(Unaudited)

US Dollars in thousands

	Three months ended October 31,							Six months ended October 31,
	2008		2007		% Change			2008		2007		% Change
Divisional revenue breakdown:
Systems	$	43,172	$	40,968		5	%	$	82,258	$	82,432		-0.2	%
Consumable parts		17,406		16,789		4	%		35,385		33,184		7	%
Total	$	60,578	$	57,757		5	%	$	117,643	$	115,616		2	%
Segment revenue breakdown:
Standard	$	56,069	$	50,469		11	%	$	108,821	$	101,231		7	%
Advanced		4,509		7,288		-38	%		8,822		14,385		-39	%
	$	60,578	$	57,757		5	%	$	117,643	$	115,616		2	%
Depreciation and amortization expense	$	1,047	$	1,047		0	%	$	2,097	$	1,780		18	%
Capital spending	$	3,642	$	1,116		226	%	$	4,942	$	2,511		97	%

Flow International Corporation
Selected Balance Sheet Data

US Dollars in thousands

	October 31,		April 30,
	2008		2008		% Change
Cash	$	23,147	$	29,099		-20	%
Receivables, net		37,622		33,632		12	%
Inventories		26,699		29,339		-9	%
Total debt		4,440		4,428		0.3	%

Flow International Corporation
Reconciliation of GAAP to Proforma
(Unaudited)

	Three months ended October 31,				Six months ended October 31,
US Dollars in thousands, except per share data	2008		2007		2008		2007
GAAP Income from Continuing Operations	$	396	$	2,019	$	1,926	$	2,366
Adjustments:
Restructuring Charges
Severance and Termination Benefits		585		—		1,880		—
Inventory Write-Off		—		—		108		—
Premium from Warrant Repurchase		—		629		—		629
Change in German Tax Law		—		389		—		389
Amendment of Former CEO Contract		—		—		—		2,891
Reversal of German Valuation Allowance		—		—		—		(1,160	)
Proforma Income from Continuing Operations	$	981	$	3,037	$	3,914	$	5,115
GAAP Net Income	$	412	$	2,295	$	2,015	$	2,729
Adjustments:
Restructuring Charges
Severance and Termination Benefits		585		—		1,880		—
Inventory Write-Off		—		—		108		—
Premium from Warrant Repurchase		—		629		—		629
Change in German Tax Law		—		389		—		389
Amendment of Former CEO Contract		—		—		—		2,891
Reversal of German Valuation Allowance		—		—		—		(1,160	)
Proforma Net Income	$	997	$	3,313	$	4,003	$	5,478
Per Share Amounts
GAAP Basic and Diluted Income Per Share
Income from Continuing Operations	$	0.01	$	0.05	$	0.05	$	0.06
Net Income	$	0.01	$	0.06	$	0.05	$	0.07
Proforma Basic and Diluted Income per Share
Income from Continuing Operations	$	0.03	$	0.08	$	0.10	$	0.14
Net Income	$	0.03	$	0.09	$	0.11	$	0.15