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Document and Entity Information
In Thousands |
3 Months Ended | |
|---|---|---|
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Jul. 31, 2011
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Aug. 22, 2011
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| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jul. 31, 2011 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2012 | |
| Entity Registrant Name | FLOW INTERNATIONAL CORP | |
| Entity Central Index Key | 0000713002 | |
| Current Fiscal Year End Date | --04-30 | |
| Entity Filer Category | Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 47,720,076 |
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CONDENSED CONSOLIDATED BALANCE SHEETS Parenthetical (USD $)
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Jul. 31, 2011
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Apr. 30, 2011
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|---|---|---|
| Preferred Stock, stated percentage rate | 8.00% | 8.00% |
| Preferred Stock, par value | $ 0.01 | $ 0.01 |
| Preferred Stock, shares authorized | 1,000 | 1,000 |
| Preferred Stock, shares issued | 0 | 0 |
| Preferred Stock, shares outstanding | 0 | 0 |
| Common Stock, par value | $ 0.01 | $ 0.01 |
| Common Stock, shares authorized | 84,000,000 | 84,000,000 |
| Common Stock, shares issued | 47,720,000 | 47,378,000 |
| Common Stock, shares outstanding | 47,720,000 | 47,378,000 |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Parenthetical (USD $)
In Thousands |
3 Months Ended | |
|---|---|---|
|
Jul. 31, 2011
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Jul. 31, 2010
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| Income Tax effect on Loss from Discontinued Operations | $ 0 | $ 0 |
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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS Parenthetical (USD $)
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3 Months Ended | |
|---|---|---|
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Jul. 31, 2011
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Jul. 31, 2010
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| Other Comprehensive Income, Foreign Currency Translation Adjustment, Tax | $ 15,000 | $ 21,000 |
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Basis of Presentation
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3 Months Ended |
|---|---|
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Jul. 31, 2011
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| Basis of Presentation [Abstract] | |
| Basis of Presentation | Basis of Presentation In the opinion of the management of Flow International Corporation (the “Company”), the accompanying unaudited condensed consolidated financial statements (“financial statements”) are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for interim financial information and rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited financial statements reflect all adjustments, which in the opinion of management are necessary to fairly state the financial position, results of operations and cash flows for the interim periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011. The preparation of these interim condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s financial statements. Operating results for the three months ended July 31, 2011 may not be indicative of future results. Fair Value of Financial Instruments The carrying value of the Company’s current assets and liabilities approximate fair values due to the short-term maturity of these assets and liabilities. Nonfinancial assets and liabilities measured on a nonrecurring basis that are included in the Company’s Condensed Consolidated Balance Sheets consist of long-lived assets, including cost-method investments and long-term subordinated notes issued to the OMAX Corporation ("OMAX"), that are measured at fair value when impairment indicators exist. Due to significant unobservable inputs, the fair value measures used to evaluate impairment and to calculate a prevailing market interest rate are Level 3 inputs. The carrying amount of these nonfinancial assets and liabilities measured on a nonrecurring basis approximates fair value unless otherwise disclosed in these financial statements. |
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Recently Issued Accounting Pronouncements
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3 Months Ended |
|---|---|
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Jul. 31, 2011
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| Recently Issued Accounting Pronouncements [Abstract] | |
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements On May 1, 2011, the Company adopted guidance issued by the Financial Accounting Standards Board (“FASB”) regarding multiple-deliverable revenue arrangements and software that is essential to the functionality of products. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. In addition, software components that are essential to the functionality of the tangible products are no longer within the scope of the software revenue guidance. Adoption of the new guidance did not have a material impact on the financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, Comprehensive Income (“or ASU 2011-05”). The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or two separate but consecutive statements. The new guidance will be effective for fiscal years and interim periods beginning after December 15, 2011. Adoption of the new guidance will not change the components that are reported in other comprehensive income, it will only revise the manner in which comprehensive income is presented in the financial statements. In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement. The FASB issued the new guidance to achieve common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. This ASU clarifies existing fair value measurement and disclosure requirements, amends certain fair value measurement principles and requires additional disclosures about fair value measurements. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. Other than requiring additional disclosures, the Company does not anticipate the adoption of this new guidance to have a material impact on the financial statements. |
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Receivables, Net
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Jul. 31, 2011
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| Receivables, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Receivables, Net | Receivables, Net Net receivables as of July 31, 2011 and April 30, 2011 consisted of the following:
Unbilled revenues do not contain any amounts which are expected to be collected after one year. |
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Inventories
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2011
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| Inventories [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventories | Inventories Inventories as of July 31, 2011 and April 30, 2011 consisted of the following:
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Notes Payable
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2011
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| Notes Payable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable | Notes Payable Notes payable as of July 31, 2011 and April 30, 2011 consisted of the following:
The Company has a $25.0 million Credit Facility that matures March 2, 2014. The agreement requires the Company to maintain the following financial covenants:
A violation of any of the covenants above would result in an event of default and accelerate the repayment of all unpaid principal and interest and the termination of any letters of credit. The Company was in compliance with all its financial covenants as of July 31, 2011. All of the Company's domestic assets and certain interests in some foreign subsidiaries are pledged as collateral under the three-year Credit Facility Agreement. In addition, the terms of the Credit Facility Agreement limit the Company's ability to pay dividends. Interest on the Credit Facility is based on the bank’s prime rate or LIBOR rate plus a percentage spread between 0.00% and 2.25% depending on whether it uses the bank’s prime rate or LIBOR rate and based on the Company’s current leverage ratio. The Company also pays an annual letter of credit fee ranging from 1.25% to 2.25% of the amount available to be drawn under each outstanding stand-by letter of credit. The annual letter of credit fee is payable quarterly in arrears and varies depending on the Company's leverage ratio. As of July 31, 2011, the Company had $19.9 million available under its Credit Facility, net of $3.1 million in outstanding borrowings, and $2.0 million in outstanding letters of credit. Revolving Credit Facility in Taiwan There were no outstanding balances under the Company’s unsecured Taiwan credit facility as of July 31, 2011. The unsecured commitment for the Taiwan credit facility totaled $1.4 million at July 31, 2011, bearing interest at 2.4% per annum. |
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Commitments and Contingencies
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3 Months Ended | ||||||||||||||||||||||||
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Jul. 31, 2011
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| Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||
| Commitments and Contingencies | Commitments and Contingencies Warranty Obligations The Company believes that its warranty accrual as of July 31, 2011, which is included in the Other Accrued Liabilities line item in the Condensed Consolidated Balance Sheets, is sufficient to cover expected warranty costs. The following table presents the fiscal year 2012 year-to-date activity for the Company’s warranty obligations:
Legal Proceedings At any time, the Company may be involved in legal proceedings arising in the normal course of conducting business. The Company's policy is to routinely assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is based on historical experience and after analysis of each known issue. The Company records reserves related to legal matters for which it is probable that a loss has been incurred and the range of such loss can be estimated. With respect to other matters, management has concluded that a loss is only reasonably possible or remote and, therefore, no liability is recorded. Management discloses the facts regarding material matters assessed as reasonably possible and potential exposure, if determinable. Costs incurred defending claims are expensed as incurred. Other than those described below, the Company does not believe that the resolution of any such matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows. In litigation arising out of a June 2002 incident at a Crucible Metals' (“Crucible”) facility, the Company's excess insurance carrier is contesting its obligation to provide coverage for property damage. The suits over insurance coverage, Flow Autoclave Systems, Inc., Flow Pressure Systems, ABB Pressure Systems, Avure Technologies AB and Avure Technologies, Inc. v. Lumbermens Mutual Casualty and Kemper Insurance Co., and Lumbermens Mutual Casualty Company v. Flow International Corporation, Flow Autoclave Systems, Inc., Flow Pressure Systems, ABB Pressure Systems, Avure Technologies AB and Avure Technologies, Inc., were originally filed in Supreme Court of the State of New York, County of Onondaga, Index No. 2005-2126 in 2005, and sought a declaratory judgment of the rights of the parties under the insurance policy issued by the carrier. The carrier, Lumbermens Mutual Casualty Company, had settled the claims relating to this incident for a total of approximately $3.4 million and is seeking a declaratory judgment that it was not obligated to pay the claim in the remaining lawsuit, Lumberment Mutual Casualty Company v. Flow International Corporation, Flow Autoclave Systems, Inc., Flow Pressure Systems, ABB Pressure Systems, Avure Technologies AB, Avure Technologies, Inc., Travelers Property Casualty Company of America and Zurich American Insurance Company as subrogees of Crucible Materials Corporation, and Crucible Materials Corporation, filed in United States District Court for the Northern District of New York on August 13, 2008, case number 08-CV-865. The Company intends to vigorously contest the carrier's claim; however, the ultimate outcome or likelihood of this specific claim cannot be determined at this time and an unfavorable outcome ranging from $0 to $3.4 million is reasonably possible. Other Claims or Assessments In fiscal year 2009, the Company was notified by the purchaser of its Avure business (reported as a discontinued operation for the year ended April 30, 2006), that the Swedish Tax Authority was conducting an audit which included periods when the Company had owned the business. In the sale agreements, the Company made commitments to indemnify the purchaser for certain claims, including tax matters relating to the periods when it owned the business. The Swedish tax authority concluded its audit and issued a final report in November 2009 initially asserting that Avure owes 19.5 million Swedish Krona in additional taxes, penalties and fines. In April 2010, the Company filed an appeal to contest the Swedish Tax Authority's assertion. Since the filing of the Company's appeal, there has been further correspondence with the Swedish tax authorities as the Company continues to contest the findings. A charge was recorded in the first quarter of fiscal year 2010 related to the periods when the Company owned Avure. This charge was accounted for as an adjustment to the loss on the disposal of the Avure business and is reported as a charge to discontinued operations in the Company's Consolidated Statements of Operations. As of July 31, 2011, the Company has accrued $1.4 million related to the Avure matter. The balance of the accrued liability will fluctuate period over period with changes in foreign currency rates until such time as the matter is ultimately resolved. |
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Stock-based Compensation
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Jul. 31, 2011
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| Stock-based Compensation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation | Stock-based Compensation The Company maintains a stock-based compensation plan (the “2005 Plan”) which was adopted to attract and retain talented employees and promote the growth and success of the business by aligning long-term interests of employees with those of shareholders. Shares are issuable in the form of common stock, restricted stock, performance stock units, stock options, stock appreciation rights, or cash awards. Stock Options The following table summarizes stock option activities for the three months ended July 31, 2011:
There were no options granted or exercised for the respective three months ended July 31, 2011 and 2010. For the respective three months ended July 31, 2011 and 2010, the Company recognized compensation expense related to stock options of $0.1 million in each period. As of July 31, 2011, total unrecognized compensation cost related to nonvested stock options was $0.2 million, which is expected to be recognized over a weighted average period of 1 year. Service and Performance-Based Stock Awards The Company grants stock awards to employees and non-employee directors of the Company with service and/or performance conditions. Each non-employee director is eligible to receive and is granted fully vested common stock worth $40,000 annually. The compensation cost of the common stock or restricted stock units are based on their fair value at the grant date and recognized ratably over the service or performance period. The following table summarizes the service and performance-based stock award activities for employees for the three months ended July 31, 2011:
For the respective three months ended July 31, 2011 and 2010, the Company recognized compensation expense related to service and performance-based stock awards of $0.5 million and $0.5 million. As of July 31, 2011, total unrecognized compensation cost related to service and performance-based stock awards of $4.5 million is expected to be recognized over a weighted average period of 2.6 years. |
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Basic and Diluted Income (Loss) per Share
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Jul. 31, 2011
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| Basic and Diluted Income (Loss) per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted Income (Loss) per Share | Basic and Diluted Income (Loss) per Share Basic income (loss) per share is calculated by dividing income (loss) from continuing operations by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing income (loss) from continuing operations by the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares include the dilutive effects of outstanding stock options and non-vested stock units except where their inclusion would be antidilutive. The following table sets forth the computation of basic and diluted income (loss) from continuing operations per share for the respective three months ended July 31, 2011 and 2010:
There were 2.0 million and 2.3 million potentially dilutive common shares from employee stock options and restricted stock units which were excluded from the diluted weighted average per share calculation for the respective three months ended July 31, 2011 and 2010, as their effect would be antidilutive. |
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Other Income (Expense), Net
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2011
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| Other Income (Expense), Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Income (Expense), Net | Other Income (Expense), Net The following table sets forth the detail of Other Income (Expense), net:
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Income Taxes
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3 Months Ended |
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Jul. 31, 2011
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| Income Taxes [Abstract] | |
| Income Taxes | Income Taxes For the three months ended July 31, 2011, the Company recorded income tax expense of $0.1 million compared to income tax expense of $1.1 million in the same period last year. For the three months ended July 31, 2011, the income tax expense is lower than normal as the Company recorded a $0.3 million tax benefit resulting from the tax impact on intercompany transactions. For the three months ended July 31, 2010 the income tax expense was higher than normal as the Company recorded the impact of a $1.9 million repatriation treated as a dividend for income tax purposes and the tax impact of losses from subsidiaries for which a full valuation allowance is maintained. The Company anticipates generating sufficient future taxable income to realize the benefits of its U.S. and certain of its foreign deferred tax assets while continuing to provide a full valuation allowance against its net operating losses and other net deferred tax assets in certain other foreign tax jurisdictions. The Company's valuation allowance, which was $9.7 million at July 31, 2011 and April 30, 2011, is mainly attributable to foreign net operating losses. Most of the foreign losses can be carried forward indefinitely, with certain amounts expiring between fiscal years 2014 and 2017. As of July 31, 2011, the Company has not made a provision for U.S. or additional foreign withholding taxes for the excess of the financial reporting carrying value over the tax basis of investments in foreign subsidiaries with the exception of its subsidiaries in Taiwan, Japan, and Switzerland for which it provides deferred taxes. |
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Segment Information
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2011
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| Segment Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Information | Segment Information The Company reports its operating results to its Chief Executive Officer, who is the chief operating decision maker, based on market segments which are consistent with management’s long-term growth strategy. The Company has two reportable segments: Standard and Advanced. The Standard segment includes sales and cost of sales related to the Company’s cutting, surface preparation and cleaning systems using ultrahigh-pressure water pumps, as well as parts and services to sustain these installed systems. Systems included in this segment do not require significant custom configuration. The Advanced segment includes sales and cost of sales related to the Company’s complex aerospace and automation systems which require specific custom configuration and advanced features to match unique customer applications as well as parts and services to sustain these installed systems. Segment results are measured based on revenue growth and gross margin. A summary of operations by reportable segment is as follows:
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