-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FM8nv8droghcx23hX/UjeL/2458Uk3pvqJ/I/L6xpYvCIayeizdxgp90jXNHBF6X Q9x2iXz0Uw5WjXXDSWshYg== 0001193125-07-071816.txt : 20070402 0001193125-07-071816.hdr.sgml : 20070402 20070402131057 ACCESSION NUMBER: 0001193125-07-071816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070329 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOW INTERNATIONAL CORP CENTRAL INDEX KEY: 0000713002 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 911104842 STATE OF INCORPORATION: WA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12448 FILM NUMBER: 07737164 BUSINESS ADDRESS: STREET 1: 23500 64TH AVE S STREET 2: P O BOX 97040 CITY: KENT STATE: WA ZIP: 98032 BUSINESS PHONE: 2538503500 MAIL ADDRESS: STREET 1: 23500 64TH AVENUE SOUTH CITY: KENT STATE: WA ZIP: 98032 FORMER COMPANY: FORMER CONFORMED NAME: FLOW SYSTEMS INC DATE OF NAME CHANGE: 19890320 8-K 1 d8k.htm FORM 8-K Form 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 29, 2007

(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

 


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):

 

¨ 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 press releases announcing the completion of its Korea investigation and announcing its quarterly results.

 

ITEM 9.01. Exhibits

(d) Exhibits

 

99.1    Press release dated March 29, 2007 announcing completion of Korea investigation
99.2    Press release dated March 30, 2007 announcing quarterly results

 

 


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: April 2, 2007   FLOW INTERNATIONAL CORPORATION
  By:  

/s/ John S. Leness

    John S. Leness
    General Counsel and Secretary
EX-99.1 2 dex991.htm PRESS RELEASE DATED MARCH 29, 2007 ANNOUNCING COMPLETION OF KOREA INVESTIGATION Press release dated March 29, 2007 announcing completion of Korea investigation

Exhibit 99.1

 

Contact:        Flow Investor Relations        
     253-813-3286    

FLOW COMPLETES KOREA INVESTIGATION AND

SCHEDULES CONFERENCE CALL

KENT, Wash., March 29, 2007 – Flow International Corporation (Nasdaq: FLOW), the world’s leading developer and manufacturer of industrial waterjet machines used for cutting and cleaning applications around the world, announced that it has completed its investigation into irregularities at its small Korean operation and is filing its Form 10-Q with the Securities and Exchange Commission for the quarter ending January 31, 2007, bringing the Company back into compliance with NASDAQ’s listing criteria. In addition, the Company is filing an amended Form 10-K/A for the fiscal year ended April 30, 2006, as well as amended Form 10-Qs for the quarters ended July 31 and October 31, 2006.

Flow has scheduled a conference call to discuss results for the third fiscal 2007 quarter on Friday, March 30 at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time). The conference call may be heard by dialing +1-303-262-2130. A 48-hour replay will be available following the call by dialing 1-303-590-3000; the replay passcode is 11087441. 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 http://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 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.

EX-99.2 3 dex992.htm PRESS RELEASE DATED MARCH 30, 2007 ANNOUNCING QUARTERLY RESULTS Press Release dated March 30, 2007 announcing quarterly results

Exhibit 99.2

 

Contact:        Flow Investor Relations    
     253-813-3286  

FLOW INTERNATIONAL ANNOUNCES FISCAL 2007

THIRD QUARTER RESULTS

Revenues Increase 18%, Shapecutting Systems sales

increase 38%

KENT, Wash., March 30, 2007 – Flow International Corporation (Nasdaq: FLOW), the world’s leading developer and manufacturer of industrial waterjet machines used for cutting and cleaning applications around the world, today reported results for the fiscal 2007 third quarter ended January 31, 2007. For the quarter, Flow reported an 18% increase in consolidated sales to $56.0 million compared to the corresponding year-ago quarter. Net income was $2.0 million, or $0.05 basic and diluted earnings per share.

By comparison, for the corresponding year-ago quarter ended January 31, 2006, Flow reported consolidated sales of $47.5 million and a net loss of $2.3 million, or ($0.07) basic and diluted loss per share. The year-ago quarter was significantly impacted by the effect of stock price appreciation on the Key Executive Retention Program (KERP) of $427,000 and the fair value adjustment of the warrants issued in the Private Investment in Public Equity transaction completed on March 21, 2005 (“PIPE Transaction”) of $2.1 million. In addition, the year-ago results include a $407,000 working capital adjustment to the loss on sale of its discontinued Avure business, which the company sold in October 2005.

“Despite ongoing delays in the next round of aerospace orders and the corresponding impact on revenues and margins, we continue to grow our business profitably at an impressive pace while keeping operating expenses in line,” said Stephen R. Light, Flow’s President and Chief Executive Officer. “Ongoing investments in market development and new product introductions are producing results across a broad range of our existing and emerging markets, and geographies. Our organization is highly flexible and continues to adapt as we introduce new products to a growing range of customers across a wide spectrum.”

Operations Review

For the fiscal 2007 third quarter, compared to the prior-year quarter:

 

   

System sales grew 20% to $41.9 million, despite a 43% decline from the year-ago quarter in aerospace revenues as a result of the highly publicized cancellation of work on two large aerospace systems. Excluding aerospace, system sales during the quarter increased 38%. As previously announced, the Company expects further aircraft manufacturer delays to curb aerospace sales in the coming quarters.

 

   

Revenues from aftermarket consumables increased 11% to $14.1 million, as the Company puts more systems in service and increases its share of ongoing spare parts and maintenance work with existing customers. Flow supports more than 75% of its installed base of machines, each of which requires roughly 5% of its original purchase price in spare and consumable parts annually.


   

North America Waterjet sales grew 12% to $28.4 million, as the Company benefits from broadening awareness of its core technology and from increased efforts on marketing and new products. Flow’s 87,000 psi. HyperPressure system, introduced at September 2006’s IMTS show has contributed significantly to this growth. Flow was recently highlighted on the widely distributed Discovery Network cable television series American Chopper, which showcased the stars of Orange County Choppers as they designed and built a customized Flow motorcycle using one of Flow’s AF-Series 5-Axis Waterjet series for 3-dimensional cutting at speeds of up to 400 inches per minute.

 

   

Sales in Asia increased 36% to $9.8 million on strong semiconductor new system sales, as well as, robust aftermarket sales of consumables and spare parts. As previously noted, the Company expects Asia’s results in the fourth quarter of the year to continue to be adversely affected by the recently completed Asia investigation and the slowdown in the flash memory semiconductor industry.

 

   

Other International Waterjet sales, consisting of sales in Europe and South America, increased 34% to $13.1 million on strong shapecutting system demand and a weak U.S. dollar relative to the Euro. The Company expects to continue to benefit from its significant investment in its European sales and marketing efforts.

 

   

Revenues declined 10% to $4.7 million in the Applications segment, which represents sales of automation and robotic waterjet cutting cells and non-waterjet systems primarily to the North American automotive market. The decrease was less than in prior quarters, as the company continues to transition away from the automotive industry, which remains weak, and starts to identify non-automotive demand for its robotic waterjet technologies. Last month, Flow noted that it had received three orders from a U.S. Army supplier for the Company’s first ground transportation composite cutting cell, to be used on Army Humvee parts.

Conference Call

Flow plans to hold a conference call to discuss these results today: Friday, March 30 at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time). The conference call may be heard by dialing +1-303-262-2130. A 48-hour replay will be available following the call by dialing 1-303-590-3000; the replay passcode is 11087441. 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 http://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,” “may,” “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 Flow International Corporation Form 10-K/A filed with the Securities and Exchange Commission. Forward-looking statements in this press release include, without limitation, statements that the Company expects further aircraft manufacturer delays to curb aerospace sales, that the Company expects results in the fourth quarter of the year to be affected by the Asia investigation and that investments in European sales and marketing will continue to boost sales. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this announcement.

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