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

July 28, 2005

(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 2.02.     Results of Operations and Financial Condition

Flow International Corporation issued a press release announcing earnings for the quarter and year ended April 30, 2005.

ITEM 9.01.    Exhibits

(c) Exhibits

99.1    Press release dated July 28, 2005.

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: July 29, 2005 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 ANNOUNCES FISCAL 2005

FOURTH QUARTER AND YEAR END RESULTS

Quarterly Waterjet Sales Up 40%, Annual Waterjet Sales up 30%, Equity Raise Allows for Elimination of Subordinated Debt

KENT, Wash., July 28, 2005 – Flow International Corporation (Nasdaq: FLOW), the world’s leading supplier of ultrahigh-pressure waterjet products, today reported results for its fiscal 2005 fourth quarter and year ended April 30, 2005. On a consolidated basis, FLOW reported quarterly sales of $65.0 million, operating income of $6.3 million, or 9.7% of sales, and a net loss of $4.7 million or $0.20 basic and diluted loss per share, which includes in interest expense, the write off of $6.3 million in debt discount and related loan fees. For comparison purposes, in the fiscal 2004 fourth quarter, the Company reported consolidated sales of $54.4 million, operating income of $1.7 million and a net loss of $3.6 million or $0.23 basic and diluted loss per share. The fiscal 2004 loss included restructuring charges of $1.2 million and tax expense of $1.9 million for the future repatriation of foreign earnings. FLOW paid off all of its subordinated debt, as well as a significant portion of its senior debt, during the fourth fiscal quarter, as a result of strong cash flow from operations and the completion of a $59 million net Private Investment in Public Equity (‘PIPE’) transaction in March 2005.

“We continue to progress against all measures by growing our core waterjet business, and by continuing to increase operating profitability,” said Stephen R. Light, FLOW’s President and Chief Executive Officer. “I am very pleased to report 40% revenue growth in the quarter in our core waterjet business. In addition to many positive developments during the quarter, including our PIPE, we are particularly gratified to have recently received a number of awards in recognition of our achievements in providing industry leading “customer” value and restoring our Company to financial health. That others should choose to take a fresh interest in the positive events at our Company, serves as testament to the dedicated and ongoing efforts of everyone at FLOW.”

For the year ended April 30, 2005, FLOW reported record sales of $219.4 million, operating income of $11.5 million and a net loss of $10.8 million or $0.61 basic and diluted loss per share. These 2005 results include $862,000 in restructuring and financial consulting charges, as well as $6.3 million in additional interest expense resulting from the amortization of debt discount and related debt fees associated with the early pay-off of the Company’s subordinated debt. For

comparison, in the 12 months ended April 30, 2004 the Company reported consolidated revenues of $177.6 million, an operating loss of $1.9 million, and a net loss of $11.5 million or $0.75 basic and diluted loss per share. Results for fiscal 2004 include restructuring and financial consulting charges of $4.8 million and the tax expense of $1.9 million for the future repatriation of foreign earnings.

Operations Review

FLOW Waterjet: For the fiscal 2005 fourth quarter, the Waterjet operations reported sales of $48.8 million and operating income of $3.8 million, which compares to revenues of $35.0 million and an operating loss of $431,000 in the fiscal 2004 fourth quarter. Waterjet continued to perform well across all reporting geographies, with $5.7 million of the $13.8 million increase attributable to standard systems and spares in North America, where improved unit sales are a result of increased sales and marketing activity. Throughout fiscal 2005, FLOW enhanced the awareness of its waterjet technology through increased marketing and tradeshow efforts, most notably the bi-annual International Manufacturing Technology Show in September, 2004. The Company also increased sales and technical service personnel and added two machine tool distributors in North America during the past 12 months.

Within Waterjet during the fiscal 2005 fourth quarter and the 12 months ended April 30, 2005:

• For the quarter, total systems sales increased 55% to $35.6 million, with $7 million of the $12.7 million increase from domestic system sales. For the 12-month period, system sales increased 44% or $37.1 million to $122.1 million, on strong domestic and global demand resulting from our increased marketing and sales investments. The Company generated the bulk of the increase, or $25.1 million, through an increase in domestic systems sales. The marketplace continues to increase its recognition of the accuracy, speed, and versatility advantages of the waterjet over conventional cutting technologies.

• Waterjet sales in Asia and Europe were $16.1 million and $56.2 million for the quarter and 12 months ended April 30, 2005, respectively. That compares to $10.9 million and $45.1 million in the comparable quarter and 12-month period in fiscal 2004, respectively. In particular, Asia Waterjet sales increased $5.0 million or 24% for the year, driven largely by sales in China, where the Company experienced strong demand for shapecutting and cutting cell systems from a strengthening automotive industry. In addition, FLOW continues to grow sales in Europe as it benefits from more aggressive pricing, improvements in standardized systems, and short lead-time delivery.

• Consumables parts and service revenues increased 10% during the quarter and 6% during the 12 months, to $13.2 million and $50.8 million, respectively, with most of the increase from domestic sales a result of the increasing number of operating systems, increasing sales of proprietary productivity enhancing kits, as well as increased usage of Flowparts.com for spare parts ordering.

Avure Technologies: For the fiscal 2005 fourth quarter, Avure recorded sales of $16.2 million and operating income of $2.5 million or 15.4% of sales, compared to sales of $19.4 million and

operating income of $2.1 million in the year-ago quarter. For the year, Avure sales were $46.4 million with operating income of $2.6 million, compared to sales of $44.7 million with an operating loss of $206,000 over the prior 12 months.

Within Avure during the fiscal 2005 fourth quarter and 12 months ended April 30, 2005:

• General Press revenue during the fiscal 2005 fourth quarter was $10.0 million, compared to $13.2 million in the prior-year quarter. For the year, General Press revenue increased to $31.3 million from $29.5 million in the prior 12 months. All of this growth was experienced in North America as the result of revenue recognized under two large contracts obtained in fiscal 2004 and manufactured in fiscal 2005. International Press sales for the year ended April 30, 2005 decreased $7.3 million as compared to the prior year. The International Press sales are almost exclusively large contract sales in excess of $2 million per contract and accordingly revenue will vary depending on the number and stage of manufacture of these contracts. The Company continues to benefit from an overall increase in production, even as sales fluctuate due to the 1-4 year sales and production cycle.

• Avure’s Fresher Under Pressure^® food technology revenue increased slightly during the quarter to $6.2 million from $6.1 million in the prior-year quarter. Fresher Under Pressure sales during the year decreased slightly to $15.1 million, compared to $15.3 million over the 12 months in fiscal 2004. The decrease is attributable to the timing of food systems production and the corresponding revenue recognition.

General Press Divestiture

The General Press operations, which consist of the North America Press and International Press segments, while profitable, are not considered core to Flow’s business. In January 2005, the Company, with the assistance of Danske Markets Inc., began to market the General Press operations, with a confidential information memorandum. The Company is continuing to explore the possibility of selling these segments. However, there can be no assurance that the Company will find a suitable buyer at an acceptable price.

Debt Reduction

As a result of continued strong cash flow from operations and the $59 million net proceeds from the PIPE, FLOW paid off its total $49 million in subordinated debt and interest and paid down its senior debt by $13 million. The Company recorded an associated $6.3 million charge to amortize debt discount and expense related loan fees. FLOW recently announced that it has entered into a new three-year $30 million credit agreement with Bank of America N.A. and U.S. Bank N.A. The new agreement replaced the Company’s short-term facility, which was due to expire on August 1, 2005, with the new facility expiring July 08, 2008.

Conference Call

Flow International will host a conference call today at 1:00 p.m. EDT (10:00 a.m. PDT) to discuss the results. A live Webcast of the 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, cleaning, and food safety applications, providing state-of-the-art ultrahigh-pressure (UHP) technology to industries including automotive, aerospace, job shop, surface preparation, food 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 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.

The Company is under no obligation, and does not intend, to update any of the forward looking statements in this press release.

Flow International Corporation

Consolidated Statement of Operations

(Unaudited)

Dollars in thousands except per share data

	Three months ended April 30,								Year ended April 30,
	2005			2004			% Change		2005			2004			% Change
Sales	$	65,044		$	54,356		20	%	$	219,365		$	177,609		24	%
Cost of sales		38,979			34,463		13	%		138,536			112,382		23	%
Gross margin		26,065			19,893		31	%		80,829			65,227		24	%
Operating expenses
Marketing		8,116			8,656		-6	%		32,032			28,422		13	%
Research and engineering		3,015			1,788		69	%		9,692			10,651		-9	%
General and administrative		8,634			6,611		31	%		26,783			23,261		15	%
Financial consulting		—			—		NM			623			1,520		-59	%
Restructuring		—			1,162		NM			239			3,256		-93	%
Operating expenses		19,765			18,217		8	%		69,369			67,110		3	%
Operating income (loss)		6,300			1,676		276	%		11,460			(1,883	)	NM
Interest expense, net		(9,206	)(1)		(3,160	)	-191	%		(19,838	)(1)		(12,785	)	-55	%
Other income, net		(1,144	)		1,001		-214	%		(81	)		7,817		-101	%
Loss before taxes		(4,050	)		(483	)	NM			(8,459	)		(6,851	)	-23	%
Income tax provision		(631	)		(3,122	)	-80	%		(2,338	)		(5,197	)	-55	%
Loss before discontinued operations		(4,681	)		(3,605	)	30	%		(10,797	)		(12,048	)	10	%
Discontinued operations, net of tax		—			—		NM			—			526		NM
Net loss	$	(4,681	)	$	(3,605	)	30	%	$	(10,797	)	$	(11,522	)	6	%
Loss per share
Basic and diluted before discontinued operations	$	(0.20	)	$	(0.23	)	-13	%	$	(0.61	)	$	(0.78	)	22	%
Basic and diluted	$	(0.20	)	$	(0.23	)	-13	%	$	(0.61	)	$	(0.75	)	19	%
Weighted average shares outstanding (000):
Basic		23,644			15,586					17,748			15,415
Diluted		23,644			15,586					17,748			15,415

NM  =  not meaningful

(1) Includes $6.3 million of debt discount and other fees written off in conjunction with the pay-off of the Company’s subordinated debt.

Flow International Corporation

Statement of Operations

Operations Breakdown

(Unaudited)

Dollars in thousands except per share data

	Three Months ended April 30, 2005						Three Months ended April 30, 2004
	Flow Waterjet Systems		Avure Technologies		Consolidated		Flow Waterjet Systems			Avure Technologies			Consolidated
Sales	$	48,830	$	16,214	$	65,044	$	35,002		$	19,354		$	54,356
Cost of sales		28,028		10,951		38,979		21,570			12,893			34,463
Gross margin		20,802		5,263		26,065		13,432			6,461			19,893
Operating expenses		16,952		2,813		19,765		13,863			4,354			18,217
Operating income (loss)		3,850		2,450		6,300		(431	)		2,107			1,676
	Year ended April 30, 2005						Year ended April 30, 2004
	Flow Waterjet Systems		Avure Technologies		Consolidated		Flow Waterjet Systems			Avure Technologies			Consolidated
Sales	$	172,966	$	46,399	$	219,365	$	132,861		$	44,748		$	177,609
Cost of Sales		107,324		31,212		138,536		83,604			28,778			112,382
Gross margin		65,642		15,187		80,829		49,257			15,970			65,227
Operating expenses		56,726		12,643		69,369		50,934			16,176			67,110
Operating income (loss)		8,916		2,544		11,460		(1,677	)		(206	)		(1,883	)

Flow International Corporation

Supplemental Data

(Unaudited)

Dollars in thousands

	Three months ended April 30,						Year ended April 30,
	2005		2004		% Change		2005		2004		% Change
Divisional revenue breakdown:
Flow Waterjet Systems
Systems	$	35,588	$	22,923	55	%	$	122,129	$	85,015	44	%
Consumable parts and services		13,242		12,079	10	%		50,837		47,846	6	%
Total		48,830		35,002	40	%		172,966		132,861	30	%
Avure Technologies
Fresher Under Pressure		6,191		6,137	1	%		15,072		15,297	-1	%
General Press		10,023		13,217	-24	%		31,327		29,451	6	%
Total		16,214		19,354	-16	%		46,399		44,748	4	%
	$	65,044	$	54,356	20	%	$	219,365	$	177,609	24	%
Geographical revenue breakdown:
United States	$	38,745	$	28,336	37	%	$	128,975	$	92,799	39	%
Rest of Americas		5,568		4,585	21	%		19,468		17,751	10	%
Europe		13,907		16,143	-14	%		45,417		46,557	-2	%
Asia		6,824		5,292	29	%		25,505		20,502	24	%
	$	65,044	$	54,356	20	%	$	219,365	$	177,609	24	%
Depreciation and amortization expense	$	1,155	$	1,350	-14	%	$	5,109	$	6,167	-17	%
Capital spending	$	1,001	$	854	17	%	$	1,762	$	5,863	70	%

Flow International Corporation

Condensed Balance Sheet Data

Dollars in thousands

	April 30, 2005		April 30, 2004			% Change
Cash, including short-term restricted cash	$	13,445	$	12,835		5	%
Receivables net		42,781		44,860		-5	%
Inventories		24,218		26,384		-8	%
Total current assets		90,001		90,611		-1	%
Total assets		131,334		135,071		-3	%
Total debt	$	19,147	$	86,808		-78	%
Total liabilities		90,818		142,263		-36	%
Total shareholders equity (deficit)		37,732		(9,552	)	NM

NM  =  not meaningful