8-K

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

March 24, 2003

(Date of earliest event reported)

FLOW INTERNATIONAL CORPORATION

(Exact name of Registrant as specified in its charter)

Washington	0-12448	91-1104842
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

23500 - - 64th Avenue South, Kent, Washington 98032

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code:

(253) 850-3500

ITEM 5.    Other Events

Flow International Corporation issued a press release announcing final third quarter fiscal 2003 results and restatement of second fiscal quarter 2003.

ITEM 7.    Exhibits

99.1    Press release dated March 24, 2003.

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.

Date: March 25, 2003

FLOW INTERNATIONAL CORPORATION
By:	/s/    Stephen D. Reichenbach
	Stephen D. Reichenbach

EX-99.1

Exhibit 99.1

FLOW INTERNATIONAL ANNOUNCES FINAL

THIRD FISCAL QUARTER 2003 RESULTS,

RESTATEMENT OF SECOND FISCAL QUARTER 2003

KENT, Wash., March 24, 2003 — Flow International Corporation (Nasdaq: FLOW), the world’s leading developer and manufacturer of ultrahigh-pressure waterjet technology equipment used for cutting, cleaning (surface preparation) and food safety applications, today reported final results for its third fiscal quarter ended January 31, 2003 (see attached financial tables). The company intends to file its Form 10-Q the week of March 31, 2003. In addition, the company will be re-stating its second quarter fiscal 2003 results. The company intends to file an amended Form 10-Q for the quarter ended October 31, 2002, prior to its filing of its third quarter Form 10-Q.

FLOW had previously announced preliminary third quarter financial results on March 17, 2003. As compared to the previously announced results, the company has adjusted revenues, cost of goods sold and operating expenses. The effect of these adjustments as compared to the previously announced results are noted below:

• FLOW reports consolidated fiscal third quarter revenues of $30.9 million, which is $2.0 million higher than preliminary revenues of $28.9 million that the company had previously reported. The previously reported third quarter revenue of $28.9 million includes $2.0 million in revenue reversals which have been re-stated as a reversal in the second quarter of fiscal 2003. There was no impact on revenues for the nine months ended January 31, 2003.

• FLOW reports a consolidated net loss of $41.6 million, which represents a reduction in loss of $706,000 compared to the preliminary net loss of $42.3 that the company had previously reported. The consolidated net loss includes $32.8 million in previously announced charges related to accounts receivable and inventory reserves, goodwill impairment, allowances for deferred tax assets and other adjustments. On a per-share basis, FLOW reports a net loss of $2.71 per diluted share, compared to the previously reported preliminary net loss of $2.61 per diluted share. This change includes a $.04 improvement associated with the net loss reduction of $706,000 above, offset by a reduction in the weighted average shares outstanding which, for the third fiscal quarter only, had included 860,000 warrants. This reduction increased the loss per share by $.14.

The company announced that it will restate its second quarter fiscal 2003 results. No re-statement of a prior year period is required. The restated amounts for the three months ended October 31, 2002 are as follows:

• Consolidated restated revenues are $42.2 million for the three months ended October 31, 2002, a decrease in revenues of $2.0 million from the previously reported revenues of $44.2 million. The restatement results from the reversal of percentage of completion revenue previously recognized on food systems.

• Consolidated restated cost of goods sold are $27.4 million, a decline of $1.2 million from the previously reported total of $28.6 million. The cost of sales is impacted by the reversal of related revenues.

• Consolidated total operating expenses are $15.9 million, an increase of $196,000 from the previously reported total operating expenses of $15.7 million.

• Consolidated net loss is $8.9 million and $.58 per diluted share as compared to the previously reported net loss of $7.9 million and $.51 per diluted share.

Over the next few quarters, certain food system revenue will be recognized upon installation and acceptance, as several completed food systems are currently in inventory and will not qualify for percentage of completion accounting when customers commit to purchase these units. Percentage of completion accounting treatment will continue to be applied to the sale of new food systems when construction commences upon receipt of executable customer orders.

Final results for the third fiscal quarter ended January 31, 2003 are reported in the financial tables that follow.

About Flow International

Flow International Corporation is the world’s leading developer and manufacturer of ultrahigh-pressure (UHP) waterjet technology for cutting, cleaning, and food-safety applications, as well as isostatic and flexform presses. FLOW provides total system solutions for various industries, including automotive, aerospace, paper, job shop, surface preparation, and food production. For more information, visit www.flowcorp.com.

About Avure Technologies Incorporated

Avure Technologies is a wholly owned subsidiary of Flow International Corporation. Avure’s Fresher Under Pressure HPP technology destroys food-borne pathogens, including Salmonella, E. coli and Listeria. HPP also destroys other organisms that can cause health hazards and spoilage in fresh foods, without compromising taste, color, texture, or nutritional value.

For more information, visit www.avure.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, 2002, 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 the expecting timing of the filing of the third quarter Form 10-Q and the statement that certain food revenue will be recognized upon acceptance as compared to the percentage of completion method. 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

Statement of Operations

Divisional Breakdown

(Unaudited)

Dollars in thousands, except per share data

	Three months ended January 31, 2003									Three months ended January 31, 2002
	Flow Waterjet Systems			Avure Technologies			Consolidated			Flow Waterjet Systems			Avure Technologies			Consolidated
Revenues	$	30,532		$	333		$	30,865		$	30,101		$	11,382		$	41,483
Cost of goods sold		27,001			4,634			31,635			18,182			6,077			24,259
Gross margin		3,531			(4,301	)		(770	)		11,919			5,305			17,224
Operating expenses		24,511	a)		4,594			29,105	a)		10,969			4,677			15,646
Operating (loss) income		(20,980	)		(8,895	)		(29,875	)		950			628			1,578
Interest expense, net		(1,209	)		(1,989	)		(3,198	)		(1,290	)		(913	)		(2,203	)
Other expense, net		(945	)		(2,289	)		(3,234	)		(119	)		(9	)		(128	)
Loss before taxes		(23,134	)		(13,173	)		(36,307	)		(459	)		(294	)		(753	)
Income tax expense (benefit)		3,485			1,827			5,312			(151	)		(97	)		(248	)
Net loss	$	(26,619	)	$	(15,000	)	$	(41,619	)	$	(308	)	$	(197	)	$	(505	)
Diluted loss per share	$	(1.73	)	$	(0.98	)	$	(2.71	)	$	(0.02	)	$	(0.01	)	$	(0.03	)

a) includes $7.1 million of goodwill impairment

Flow International Corporation

Statement of Operations

Divisional Breakdown

(Unaudited)

Dollars in thousands, except per share data

	Nine months ended January 31, 2003									Nine months ended January 31, 2002
	Flow Waterjet Systems			Avure Technologies			Consolidated			Flow Waterjet Systems			Avure Technologies			Consolidated
Revenues	$	96,545		$	17,008		$	113,553		$	96,817		$	35,506		$	132,323
Cost of goods sold		70,883			15,669			86,552			58,468			19,588			78,056
Gross margin		25,662			1,339			27,001			38,349			15,918			54,267
Operating expenses		47,616	a)		13,757			61,373	a)		33,692			12,949			46,641
Operating (loss) income		(21,954	)		(12,418	)		(34,372	)		4,657			2,969			7,626
Interest expense, net		(3,873	)		(4,328	)		(8,201	)		(4,126	)		(2,635	)		(6,761	)
Other expense, net		(1,312	)		(2,741	)		(4,053	)		(197	)		(233	)		(430	)
(Loss) income before taxes		(27,139	)		(19,487	)		(46,626	)		334			101			435
Income tax expense		7,831			—			7,831			110			34			144
Net (loss) income	$	(34,970	)	$	(19,487	)	$	(54,457	)	$	224		$	67		$	291
Diluted (loss) earnings per share	$	(2.28	)	$	(1.27	)	$	(3.55	)	$	0.02		$	0.00		$	0.02

a) includes $7.1 million of goodwill impairment

Flow International Corporation

Consolidated Statement of Operations

(Unaudited)

Dollars in thousands, except per share data

	Three months ended January 31,								Nine months ended January 31,
	2003			2002			% Change		2003			2002			% Change
Revenues	$	30,865		$	41,483		-26	%	$	113,553		$	132,323		-14	%
Cost of goods sold		31,635			24,259		30	%		86,552			78,056		11	%
Gross margin		(770	)		17,224		-104	%		27,001			54,267		-50	%
Operating expenses:
Marketing		10,853			8,036		35	%		27,132			23,280		17	%
Research and engineering		3,696			3,538		4	%		10,324			10,825		-5	%
General and administrative		7,411			4,072		82	%		16,772			12,536		34	%
Impairment of goodwill		7,145			—		NM			7,145			—		NM
Operating expenses		29,105			15,646		86	%		61,373			46,641		32	%
Operating (loss) income		(29,875	)		1,578		NM			(34,372	)		7,626		NM
Interest expense, net		(3,198	)		(2,203	)	45	%		(8,201	)		(6,761	)	21	%
Other expense, net		(3,234	)		(128	)	NM			(4,053	)		(430	)	NM
(Loss) income before taxes		(36,307	)		(753	)	NM			(46,626	)		435		NM
Income tax expense (benefit)		5,312			(248	)	NM			7,831			144		NM
Net (loss) income	$	(41,619	)	$	(505	)	NM		$	(54,457	)	$	291		NM
(Loss) earnings per share:
Basic	$	(2.71	)	$	(0.03	)	NM		$	(3.55	)	$	0.02		NM
Diluted		(2.71	)		(0.03	)	NM			(3.55	)		0.02		NM
Weighted average shares outstanding (000):
Basic		15,359			15,354					15,345			15,221
Diluted		15,359			15,354					15,345			16,284

NM = not meaningful

Flow International Corporation

Supplemental Data

(Unaudited)

Dollars in thousands

	Three months ended January 31,							Nine months ended January 31,
	2003			2002		% Change		2003		2002		% Change
Divisional revenue breakdown:
Flow Waterjet Systems:
Systems	$	19,571		$	20,515	-5	%	$	60,443	$	64,813	-7	%
Consumable parts and services		10,961			9,586	14	%		36,102		32,004	13	%
Total		30,532			30,101	1	%		96,545		96,817	0	%
Avure Technologies
Fresher Under Pressure		(3,780	)		2,815	-234	%		2,817		6,790	-59	%
General Press		4,113			8,567	-52	%		14,191		28,716	-51	%
Total		333			11,382	-97	%		17,008		35,506	-52	%
	$	30,865		$	41,483	-26	%	$	113,553	$	132,323	-14	%
Geographic revenue breakdown:
United States	$	15,960		$	21,056	-24	%	$	62,130	$	71,779	-13	%
Rest of Americas		4,225			3,205	32	%		12,664		9,588	32	%
Europe		6,340			13,533	-53	%		25,120		39,206	-36	%
Asia		4,340			3,689	18	%		13,639		11,750	16	%
	$	30,865		$	41,483	-26	%	$	113,553	$	132,323	-14	%
Depreciation and amortization expense	$	3,032		$	1,810	68	%	$	7,638	$	4,968	54	%
Capital spending	$	1,406		$	2,798	-50	%	$	3,635	$	6,812	-47	%

Flow International Corporation

Condensed Balance Sheet Data

Dollars in thousands

	January 31, 2003		April 30, 2002		% Change
	(Unaudited)
Cash	$	6,599	$	7,120	-7	%
Receivables, net		44,092		62,774	-30	%
Inventories		45,096		48,164	-6	%
Total current assets		111,022		131,646	-16	%
Total assets		161,804		206,476	-22	%
Total debt	$	95,529	$	88,113	8	%
Total liabilities		136,880		133,546	2	%
Total shareholders’ equity		22,587		70,684	-68	%