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

December 20, 2004

(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

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events

Flow International Corporation issued a press release announcing that it has filed with the Securities and Exchange Commission, a Form 10-K/A amending its Form 10-K for the fiscal year ended April 30, 2004.

ITEM 9.01. Exhibits

(c) Exhibits

99.1 Press release dated December 20, 2004.

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: December 20, 2004	FLOW INTERNATIONAL CORPORATION
	By:	/s/ Stephen D. Reichenbach
		Stephen D. Reichenbach
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:	Steve Reichenbach
	Chief Financial Officer
	253-850-3500

FLOW INTERNATIONAL COMPLETES RESTATEMENT AND

FILES AMENDED 10-K/A FOR YEAR ENDED APRIL 30, 2004

KENT, Wash., December 20, 2004 – 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 announced that it has filed with the Securities and Exchange Commission, a Form 10-K/A amending its Form 10-K for the fiscal year ended April 30, 2004.

The amendment includes corrections to the Company’s financial statements for the fiscal years ended April 30, 2004, 2003 and 2002 resulting from the completion of reconciliations of historical inter-company account balances, review of the treatment of foreign currency gains and losses on inter-company balances, reclassification of the senior credit facility and a correction in the value ascribed to the warrants issued to our subordinated debt lender in May 2001.

The amended Form 10-K/A reflects foreign currency adjustments in Other Income / (Expense), net, as well as correction of entries originally recorded as foreign currency revaluation that should have been recorded to Cost of Sales and Provision for Income Taxes in the Consolidated Statement of Operations. The correction of the warrant valuation resulted in a reduction in interest expense in subsequent periods. In addition to these entries, an associated entry to the tax provision was also calculated. The Company corrected its Consolidated Statement of Cash Flows for all three years to reflect the effects of foreign exchange rate changes in the appropriate categories. The Company revised the classification of its senior credit facility to current on the Consolidated Balance Sheets due to the existence of a subjective acceleration clause in the credit agreement and the use of current cash receipts to directly reduce the liability. Note 2 to the Consolidated Financial Statements in the Form 10-K/A includes a complete description of the adjustments. See the attached table for a summary of the restatements in the Consolidated Statements of Operations, Consolidated Statements of Cash Flows and Consolidated Balance Sheets.

The Company intends to file its first quarter Form 10-Q and its second quarter Form 10-Q as soon as practicable. The Company does not intend to amend prior Form 10-Q’s for the restated items above. Rather the Company will restate, as appropriate, the prior-year quarter’s financial information in prospective Form 10-Q’s to reflect the adjustments in the Form 10-K/A. Accordingly, these historical financial statements and other communications related to such periods should no longer be relied upon.

About Flow International

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.

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 December 20, 2004, Flow International Corporation Form 10-K/A Report filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this announcement.

Table to follow

Flow International Corporation

Table of Items Have Been Restated in Our Form 10-K/A:

Dollars in thousands, except per share data

	Year Ended April 30, 2004						Year Ended April 30, 2003						Year Ended April 30, 2002
	As previously reported			Restated			As previously reported			Restated			As previously reported			Restated
Consolidated Statement of Operations
Cost of Sales	$	111,970		$	112,382			*			*		$	107,819		$	109,129
Gross Margin		65,639			65,227			*			*			69,071			67,761
Operating (Loss) Income		(1,471	)		(1,883	)		*			*			1,422			112
Interest Expense, net		(12,995	)		(12,785	)	$	(11,319	)	$	(11,162	)		(8,823	)		(8,707	)
Other Income (Expense), net		4,413			7,817			(4,333	)		958			(2,276	)		(2,772	)
Loss Before Provision for Income Taxes		(10,053	)		(6,851	)		(62,309	)		(56,861	)		(9,677	)		(11,367	)
(Provision) Benefit for Income Taxes		(5,099	)		(5,197	)		(7,180	)		(12,603	)		3,290			3,123
Loss Before Discontinued Operations, Net of Tax		(15,152	)		(12,048	)		(69,489	)		(69,464	)		(6,387	)		(8,244	)
Net Loss		(14,626	)		(11,522	)		(70,012	)		(69,987	)		(5,996	)		(7,853	)
Loss per Share:
Basic and Diluted
Loss Before Discontinued Operations		(.98	)		(.78	)		*			*			(.42	)		(.54	)
Net Loss		(.95	)		(.75	)		*			*			(.39	)		(.52	)
Consolidated Statement of Cash Flows
Cash Provided by Operating Activities		12,331			12,237			8,400			10,256			6,851			6,391
Cash Used in Investing Activities		*			*			*			*			(8,055	)		(8,121	)
Effect of Exchange Rate Changes		(635	)		(541	)		1,464			(392	)		(1,670	)		(1,144	)
	As of April 30, 2004						As of April 30, 2003
	As previously reported			Restated			As previously reported			Restated
Consolidated Balance Sheets:
Restricted Cash		2,156			1,101			*			*
Deferred Income Taxes		536			970			957			1,616
Other Current Assets		5,606			5,562			7,464			7,646
Total Current Assets		91,276			90,611			100,140			100,981
Goodwill		10,664			11,260			10,141			10,737
Other Assets		3,694			4,749			*			*
Total Assets		134,085			135,071			146,264			147,701
Notes Payable		9,887			8,687			*			*
Current Portion of Long-Term Obligations		60			40,040			23			56,446
Taxes Payable and Other Accrued Taxes		*			*			1,590			1,943
Total Current Liabilities		60,891			99,671			50,914			107,690
Long-Term Obligations		75,400			38,081			83,775			29,023
Total Liabilities		140,802			142,263			138,480			140,504
Capital in Excess of Par		56,629			54,686			55,869			53,925
(Accumulated Deficit) Retained Earnings		(55,432	)		(59,965	)		(40,806	)		(48,443	)
Accumulated Other Comprehensive Loss		(10,431	)		(4,429	)		(9,758	)		(764	)
Total Shareholders’ (Deficit) Equity		(9,077	)		(9,552	)		5,459			4,872
Total Liabilities and Shareholder’s (Deficit) Equity		134,085			135,071			146,264			147,701

* The restatements described above did not result in a restatement of this line item in this fiscal year in the Company’s previously reported financial statements.