Document and Entity Information
v2.2.0.7
Document and Entity Information
6 Months Ended
Oct. 31, 2010
Nov. 24, 2010
Document and Entity Information
Document Type 10-Q
Amendment Flag false
Document Period End Date 2010-10-31
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2011
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 47,169,032

CONDENSED CONSOLIDATED BALANCE SHEETS
v2.2.0.7
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands
6 Months Ended 12 Months Ended
Oct. 31, 2010
Apr. 30, 2010
ASSETS
Cash and Cash Equivalents $ 6,892 $ 6,367
Restricted Cash 695 639
Receivables, net 40,437 35,749
Inventories, net 27,213 22,503
Deferred Income Taxes, net 2,521 2,486
Other Current Assets 5,920 6,351
Total Current Assets 83,678 74,095
Property and Equipment, net 19,862 21,769
Intangible Assets, net 4,708 4,504
Deferred Income Taxes, net 25,689 26,330
Other Long-Term Assets 4,327 4,511
Total Assets 138,264 131,209
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes Payable 2,050 350
Current Portion of Long-Term Obligations 28 61
Accounts Payable 15,354 15,306
Accrued Payroll and Related Liabilities 6,887 5,938
Taxes Payable and Other Accrued Taxes 2,273 1,329
Deferred Income Taxes 1,141 1,086
Deferred Revenue and Customer Deposits 12,120 10,146
Other Accrued Liabilities 8,027 7,966
Total Current Liabilities 47,880 42,182
Deferred Income Taxes 3,955 3,856
Subordinated Notes 8,327 7,954
Other Long-Term Liabilities 1,823 1,593
Total Liabilities 61,985 55,585
Commitments and Contingencies    
Shareholders' Equity:
Series A 8% Convertible Preferred Stock, $.01 par value, 1,000 shares authorized; no shares issued and outstanding    
Common Stock, $.01 par value, 84,000 shares authorized; 47,168 and 46,927 shares issued and outstanding 467 465
Capital in Excess of Par 160,466 159,605
Accumulated Deficit (80,750) (79,887)
Accumulated Other Comprehensive Income (Loss):
Defined Benefit Plan Obligation, net of income tax 9 9
Cumulative Translation Adjustment, net of income tax (3,913) (4,568)
Total Shareholders' Equity 76,279 75,624
Total Liabilities and Shareholders' Equity $ 138,264 $ 131,209

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Per Share data
6 Months Ended 12 Months Ended
Oct. 31, 2010
Apr. 30, 2010
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, stated percentage rate 0.08 0.08
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 84,000
Common Stock, shares issued 47,168 46,927
Common Stock, shares outstanding 47,168 46,927

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data
3 Months Ended 6 Months Ended
Oct. 31, 2010
Oct. 31, 2009
Oct. 31, 2010
Oct. 31, 2009
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Sales $ 52,935 $ 42,037 $ 99,515 $ 79,789
Cost of Sales 33,082 25,405 60,329 49,181
Gross Margin 19,853 16,632 39,186 30,608
Operating Expenses:
Sales and Marketing 10,885 8,975 21,481 16,891
Research and Engineering 2,436 1,850 4,582 3,547
General and Administrative 5,659 6,071 11,617 13,193
Restructuring and Other Operating Charges   (601) 4,222
Total Operating Expenses 18,980 16,295 37,680 37,853
Operating Income (Loss) 873 337 1,506 (7,245)
Interest Income 44 53 65 93
Interest Expense (437) (474) (850) (1,438)
Other Income (Expense), net 104 (150) 396 352
Income (Loss) Before Taxes 584 (234) 1,117 (8,238)
Benefit (Provision) for Income Taxes (804) 923 (1,868) 1,529
Income (Loss) from Continuing Operations (220) 689 (751) (6,709)
Income (Loss) from Discontinued Operations, net of Income Tax of $0, $0, $0, and $0 (103) 8 (112) (1,140)
Net Income (Loss) $ (323) $ 697 $ (863) $ (7,849)
Basic and Diluted Income (Loss) Per Share:
Income (Loss) from Continuing Operations $ (0.01) $ 0.02 $ (0.02) $ (0.17)
Discontinued Operations $ 0 $ 0 $ 0 $ (0.02)
Net Income (Loss) $ (0.01) $ 0.02 $ (0.02) $ (0.19)
Weighted Average Shares Used in Computing Basic and Diluted Income (Loss) Per Share:
Basic 47,160 42,841 47,102 40,295
Diluted 47,160 43,158 47,102 40,295

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $)
In Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2010
Oct. 31, 2009
Oct. 31, 2010
Oct. 31, 2009
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Income Tax effect on Loss from Discontinued Operations $ 0 $ 0 $ 0 $ 0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands
6 Months Ended
Oct. 31, 2010
Oct. 31, 2009
Cash Flows from Operating Activities:
Net Loss $ (863) $ (7,849)
Adjustments to Reconcile Net Loss to Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization 3,184 2,593
Deferred Income Taxes 947 (1,207)
Provision for Slow Moving and Obsolete Inventory 339 292
Bad Debt Expense 134 447
Warranty Expense 1,377 1,316
Incentive Stock Compensation Expense 1,284 987
Unrealized Foreign Exchange Currency (Gains) (292) (53)
Amortization and write off of Deferred Debt Issuance Costs 231 253
OMAX Termination Charge 3,219
Indemnification Charge 112 1,219
Interest Accretion on Subordinated Notes 372 383
Other 12 (455)
Changes in Operating Assets and Liabilities:
Receivables (4,245) (5,973)
Inventories (4,478) 2,767
Other Operating Assets 702 163
Accounts Payable (383) 5,887
Accrued Payroll and Related Liabilities 696 (523)
Deferred Revenue and Customer Deposits 1,718 773
Release of Funds from Escrow 17,000
Payment for Patent Litigation Settlement (15,000)
Payment for OMAX Termination (2,000)
Other Operating Liabilities (876) (3,674)
Net Cash Provided by (Used in) Operating Activities (29) 565
Cash Flows From Investing Activities:
Expenditures for Property and Equipment (800) (7,545)
Expenditures for Intangible Assets (349) (412)
Proceeds from Sale of Property and Equipment 17 4,690
Restricted Cash (24) (94)
Net Cash Used in Investing Activities (1,156) (3,361)
Cash Flows from Financing Activities:
Borrowings under Senior Credit Agreement 18,050 5,250
Repayments under Senior Credit Agreement (16,350) (18,050)
Repayments Under Other Financing Arrangements (35) (1,362)
Repayments of Long-Term Obligations (4,245)
Proceeds from Issuance of Common Stock, net of Issuance Costs 17,439
Payments for Debt Issuance Costs (607)
Net Cash Provided by (Used In) Financing Activities 1,665 (1,575)
Effect of Changes in Exchange Rates 45 (706)
Net Change in Cash And Cash Equivalents 525 (5,077)
Cash and Cash Equivalents, Beginning of Period 6,367 10,117
Cash and Cash Equivalents, End of Period 6,892 5,040
Supplemental Disclosures of Cash Flow Information:
Interest 186 860
Income Taxes 411 503
Supplemental Disclosures of Noncash Investing and Financing Activities:
Accounts Payable Incurred to Acquire Property and Equipment, and Intangible Assets $ 794 $ 274

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS
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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS (USD $)
In Thousands
Common Stock
Capital In Excess of Par
Accumulated Deficit
Accumulated Other Comprehensive Loss
Total
Balances, value at Apr. 30, 2009 $ 372 $ 140,634 $ (71,403) $ (6,892) $ 62,711
Balances, shares at Apr. 30, 2009 37,705      
Components of Comprehensive Loss:
Net Loss     (7,849)   (7,849)
Adjustment to Minimum Pension Liability, Net of Income Tax of $5       (5) (5)
Cumulative Translation Adjustment, Net of Income Tax       1,213 1,213
Total Comprehensive Loss         (6,641)
Sale of Common Stock at $2.10 per share, net of Stock Issuance Cost of $1.7 million, value 90 17,117 17,207
Sale of Common Stock at $2.10 per share, net of Stock Issuance Cost of $1.7 million, shares 8,999
Stock Compensation, value 3 1,075     1,078
Stock Compensation, shares 175        
Balances, value at Oct. 31, 2009 465 158,826 (79,252) (5,684) 74,355
Balances, shares at Oct. 31, 2009 46,879        
Balances, value at Apr. 30, 2010 465 159,605 (79,887) (4,559) 75,624
Balances, shares at Apr. 30, 2010 46,927       46,927
Components of Comprehensive Loss:
Net Loss     (863)   (863)
Cumulative Translation Adjustment, Net of Income Tax       655 655
Total Comprehensive Loss         (208)
Stock Compensation, value 2 861     863
Stock Compensation, shares 241        
Balances, value at Oct. 31, 2010 $ 467 $ 160,466 $ (80,750) $ (3,904) $ 76,279
Balances, shares at Oct. 31, 2010 47,168       47,168

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS (Parenthetical)
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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS (Parenthetical) (USD $)
6 Months Ended
Oct. 31, 2010
Oct. 31, 2009
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS
Income tax on Adjustment to Minimum Pension Liability $ 5,000
Income tax on Cumulative Translation Adjustment 3,000 207,000
Sales price per share of common stock $ 2.10
Stock issuance costs on common stock sale $ 1,700,000

Basis of Presentation
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Basis of Presentation
6 Months Ended
Oct. 31, 2010
Basis of Presentation
Basis of Presentation

Note 1:  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, 2010.

 

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 and six months ended October 31, 2010 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 on the Company's Condensed Consolidated Balance Sheets consist of long-lived assets, including cost-method investments and long-term subordinated notes issued to 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, respectfully, 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.

 

Reclassification

 

Certain amounts within the fiscal year 2010 Condensed Consolidated Balance Sheet have been reclassified to conform to the fiscal year 2011 presentation. These reclassifications did not impact total assets or total liabilities of the Company.


Recently Issued Accounting Pronouncements
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Recently Issued Accounting Pronouncements
6 Months Ended
Oct. 31, 2010
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements

Note 2:  Recently Issued Accounting Pronouncements

 

In September 2009, the Financial Accounting Standards Board ("FASB") ratified the consensuses reached by the EITF regarding multiple-deliverable revenue arrangements. The new guidance:

 

•     provides principles and application guidance on whether a revenue arrangement contains multiple deliverables, how the arrangement should be separated, and how the arrangement consideration should be allocated;

 

•     requires an entity to allocate revenue in a multiple-deliverable arrangement using estimated selling prices of the deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price;

 

•     eliminates the use of the residual method and, instead, requires an entity to allocate revenue using the relative selling price method; and

 

•     expands disclosure requirements with respect to multiple-deliverable revenue arrangements.

 

This new guidance applies to multiple-deliverable revenue arrangements that contain both software and hardware elements, focusing on determining which revenue arrangements are within the scope of software revenue guidance. This new guidance removes tangible products from the scope of the software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are within the scope of the software revenue guidance. The accounting guidance should be applied on a prospective basis for revenue arrangements entered into or materially modified in the Company's fiscal year 2012. Alternatively, an entity can elect to adopt the provisions of these issues on a retrospective basis. The Company is currently assessing the potential impact that the application of the new revenue guidance may have on its consolidated financial statements and disclosures.


Receivables, Net
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Receivables, Net
6 Months Ended
Oct. 31, 2010
Receivables, Net
Receivables, Net

Note 3:  Receivables, Net

 

Receivables, net as of October 31, 2010 and April 30, 2010 consisted of the following:

 

 

October 31, 2010

  April 30,2010

Trade Accounts Receivable

    $  26,638

     $  23,717

Unbilled Revenues

        14,995

         13,184

 

        41,633

         36,901

Less: Allowance for Doubtful Accounts

        (1,196)

         (1,152)

Receivables, net

    $  40,437

     $  35,749

 

Unbilled revenues do not contain any amounts which are expected to be collected after one year.

 

The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses on existing receivables. The Company determines the allowance based on historical write-off experience and current economic data. The allowance for doubtful accounts is reviewed quarterly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged against the allowance when the Company determines that it is probable the receivable will not be recovered.


Inventories
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Inventories
6 Months Ended
Oct. 31, 2010
Inventories
Inventories

Note 4:  Inventories

 

Inventories are stated at the lower of cost or market. Costs included in inventories consist of materials, labor and manufacturing overhead, which are related to the purchase or production of inventories. The Company uses the first-in, first-out method or average cost method to determine its cost of inventories. Inventories as of October 31, 2010 and April 30, 2010 consisted of the following:

 

 

October 31, 2010

  April 30,2010        

Raw Materials and Parts

    $  15,318

     $  11,895

Work in Process

          3,010

           2,188

Finished Goods

          8,885

           8,420

Inventories, net

    $  27,213

     $  22,503


Notes Payable
v2.2.0.7
Notes Payable
6 Months Ended
Oct. 31, 2010
Notes Payable
Notes Payable

 

 

Note 5: Notes Payable    
 
Notes payable as of October 31, 2010 and April 30, 2010 consisted of the following:    
 
  October 31, 2010 April 30, 2010
 
 
 
 
Senior Credit Facility $ 2,050 $

350

 

     Under its current Senior Credit Facility Agreement the Company is required to maintain the following ratios in the current and remaining quarters of fiscal year 2011:

Maximum Consolidated   Minimum Fixed Charge  
Leverage Ratio (i)   Coverage Ratio (ii)  
2.50x 2.0x

 

(i)     

Defined as the ratio of consolidated indebtedness, excluding the subordinated notes issued to OMAX, to consolidated adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") for the most recent four fiscal quarters.

(ii)     

Defined as the ratio of consolidated adjusted EBITDA, less income taxes and maintenance capital expenditures, during the most recent four quarters to the sum of interest charges during the most recent four quarters and scheduled debt repayments in the next four quarters.

     These covenants also require the Company to meet a liquidity test such that its consolidated indebtedness shall not exceed the total of 65% of the book value of the Company's accounts receivable and 40% of the book value of its inventory.

     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 October 31, 2010.

     All the Company's domestic assets and certain interests in some foreign subsidiaries are pledged as collateral under its Senior Credit Facility Agreement. Interest on the Line of Credit is based on the bank's prime rate or LIBOR rate plus a percentage spread between 3.25% and 4.5% 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 equal to 3.5% 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 October 31, 2010, the Company had $35.8 million available under its Senior Credit Facility, net of $2.1 million in outstanding letters of credit, and $2.1 million in outstanding borrowings. Based on the Company's maximum allowable leverage ratio at the end of the period, the incremental amount it could have borrowed under its Lines of Credit, including the Taiwan credit facilities discussed below, would have been approximately $22.6 million.

Revolving Credit Facilities in Taiwan

     There were no outstanding balances under the Company's unsecured Taiwan credit facilities as of October 31, 2010. The unsecured commitment for the Taiwan credit facilities totaled $3.0 million at October 31, 2010, bearing interest at 2.5% per annum.


Commitments and Contingencies
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Commitments and Contingencies
6 Months Ended
Oct. 31, 2010
Commitments and Contingencies
Commitments and Contingencies

Note 6:  Commitments and Contingencies

 

Warranty Obligations

 

The Company's estimated obligations for warranty, which are included as part of Costs of Sales in the Condensed Consolidated Statements of Operations, are accrued concurrently with the revenue recognized. The Company makes provisions for its warranty obligations based upon historical costs incurred for such obligations adjusted, as necessary, for current conditions and factors. Due to the significant uncertainties and judgments involved in estimating the Company's warranty obligations, including changing product designs and specifications, the ultimate amount incurred for warranty costs could change in the near term from the current estimate. The Company believes that its warranty accrual as of October 31, 2010, 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 2011 year-to-date activity for the Company's warranty obligations:

 

Warranty liability as of May 1, 2010

$  2,533

Increase in warranty liability on fiscal year 2011 sales

    1,377

Reduction in warranty liability for claims in fiscal year 2011

   (1,051)

Warranty liability as of October 31, 2010

$  2,859

 

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 made after thoughtful analysis of each known issue and an analysis of historical experience. 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 notified the Company that it would contest its obligation to provide coverage for property damage. The carrier settled the claims relating to this incident in the first quarter of fiscal year 2011 for a total of approximately $3.4 million. 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, which was reported as a discontinued operation for the year ended April 30, 2006, that the Swedish Tax Authority was conducting an audit which included periods during the time that the Company owned the subsidiary. Pursuant to an agreement with the purchaser, the Company made commitments to indemnify various liabilities and claims, including any 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 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 findings by the Swedish Tax Authority. While the Company intends to continue contesting the findings, an equivalent of $1.3 million was accrued as of October 31, 2010 related to the periods during which it owned Avure. This amount 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 Condensed Consolidated Statements of Operations. 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.


Restructuring Activities and Other
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Restructuring Activities and Other
6 Months Ended
Oct. 31, 2010
Restructuring Activities and Other
Restructuring Activities and Other

Note 7: Restructuring Activities and Other

     As a result of the global recession, the Company expanded its restructuring activities during fiscal year 2010 in order to improve its performance and better position the Company for current market conditions and longer-term growth. During the six months ended October 31, 2009, the Company recorded $1.6 million related to these restructuring activities. These activities included costs to complete the Company's plan to relocate its manufacturing activities from Taiwan to the United States and severance expenses related to a reduction in global staffing levels. In September 2009, the Company sold its building in Hsinchu, Taiwan, receiving $4.7 million from the proceeds of the sale, and simultaneously entered into a lease agreement for an insignificant portion of the building, which has been treated as an operating lease. The Company recorded a gain of $601,000 from the sale of the building, after paying closing costs and other adjustments. This sale concluded the Company's overall efforts to consolidate its manufacturing activities and there were no further planned restructuring activities as of October 31, 2010.

     During the six months ended October 31, 2009, the Company also recorded a $6 million charge pursuant to the provisions of an amended Merger Agreement with OMAX, net of a $2.8 million discount on two subordinated notes issued to OMAX in fiscal year 2010.

     The following table summarizes the Company's restructuring and other operating charges for the three and six months ended October 31, 2009:

    Three Months     Six Months  
    Ended October 31,     Ended October 31,  
    2009     2009  
Severance and termination benefits $   $ 1,604  
Gain on sale of building   (601 )   (601 )
Merger Termination Charge       3,219  
  $ (601 ) $

4,222

 

 

The following table summarizes the Company's fiscal year 2011 year-to-date restructuring activity:

    Consolidated  
Balance, May 1, 2010 $ 155  
Restructuring Charges    
Cash Payments   (155 )
Balance, October 31, 2010 $  

 


Stock-based Compensation
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Stock-based Compensation
6 Months Ended
Oct. 31, 2010
Stock-based Compensation
Stock-based Compensation

Note 8: Stock-based Compensation

     The Company recognizes share-based compensation expense for its share-based payment awards based on fair value. The Company maintains a stock-based compensation plan (the "2005 Plan") which was adopted in September 2005 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. At the Annual Meeting of Shareholders held on September 10, 2009, shareholders of the Company approved an amendment to the 2005 Plan which provided for an increase in the aggregate number of shares of common stock that may be issued pursuant to this Plan from 2,500,000 shares to 5,000,000 shares issuable in the form of stock, stock units, stock options, stock appreciation rights, or cash awards.

Stock Options

     The Company grants stock options to employees of the Company with service and/or performance conditions. The compensation cost of stock options with service conditions is based on their fair value at the grant date and recognized ratably over the service period. Compensation cost of stock options with performance conditions is based upon current performance projections and the percentage of the requisite service that has been rendered. All options become exercisable upon a change in control of the Company unless the surviving company assumes the outstanding options or substitutes similar awards for the outstanding awards of the 2005 Plan. Options are granted with an exercise price equal to the fair market value of the Company's common stock on the date of grant. The maximum term of options is 10 years from the date of grant.

The following table summarizes stock option activities for the six months ended October 31, 2010:

  Number of
Options
    Weighted-
Average
Exercise
Price
  Aggregate
Intrinsic
Value
Weighted-
Average
Remaining
Contractual
Term (Years)
       
       
       
       
       
       
Outstanding at May 1, 2010 628,082   $ 10.48 $ 4.97
 
Granted          
 
Exercised          
 
Expired or forfeited (120,390 )   10.86      
Outstanding at October 31, 2010 507,692   $ 10.40 $ 5.61
Vested and Exercisable at October 31, 2010 366,054   $ 10.41 $ 4.98

 

There were no options granted or exercised for the respective six months ended October 31, 2010 and 2009.

     For the respective six months ended October 31, 2010 and 2009, the Company recognized compensation expense related to stock options of $292,000 and $289,000. As of October 31, 2010, total unrecognized compensation cost related to nonvested stock options was $587,000, which is expected to be recognized over a weighted average period of 1.2 years.

Service-Based Stock Awards

     The Company grants common stock or stock units to employees and non-employee directors of the Company with service 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 stock units are based on their fair value at the grant date and recognized ratably over the service period.

     The following table summarizes the service-based stock award activities for employees for the six months ended October 31, 2010:

        Weighted-
Average
Grant-date
Fair Value
       
       
  Number of
Shares
   
     
 
Nonvested at May 1, 2010 1,237,959   $ 3.57
Granted 838,666     2.28
 
Vested (300,463 )   3.20
 
Forfeited (4,030 )   8.06
Nonvested at October 31, 2010 1,772,132   $ 3.02

 

     For the respective six months ended October 31, 2010 and 2009, the Company recognized compensation expense related to service-based stock awards of $991,000 and $694,000. As of October 31, 2010, total unrecognized compensation cost related to service-based stock awards of $4.0 million is expected to be recognized over a weighted average period of 2.4 years.


Basic and Diluted Income (Loss) per Share
v2.2.0.7
Basic and Diluted Income (Loss) per Share
6 Months Ended
Oct. 31, 2010
Basic and Diluted Income (Loss) per Share
Basic and Diluted Income (Loss) per Share

Note 9: 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 and six months ended October 31, 2010 and 2009:

    Three Months Ended
October 31,
  Six Months Ended
October 31,
   
         
    2010   2009   2010     2009    
Income (Loss) from Continuing Operations $  (220 ) 689 $  (751 ) $  (6,709 )  
Basic income (loss) per share; weighted average
shares outstanding
                     
  47,160   42,841   47,102     40,295    
Dilutive potential common shares from service       -             -
and performance based stock awards - -   317 - --   - -    
Dilutive income (loss) per share; weighted                      
average shares outstanding   47,160   43,158   47,102     40,295    
 
Basic and diluted income (loss) from continuing        
operations per share $  (0.01 ) 0.02 $  (0.02 ) $  (0.17 )  

 

     There were 2.3 million potentially dilutive common shares from employee stock options and stock units which have been excluded from the diluted weighted average per share calculation for the three and six months ended October 31, 2010 as their effect would be antidilutive. There were 1.0 million potentially dilutive common shares from employee stock options and stock units which were excluded from the diluted weighted average per share calculation for the respective three and six months ended October 31, 2009, as their effect would be antidilutive.


Other Income (Expense), Net
v2.2.0.7
Other Income (Expense), Net
6 Months Ended
Oct. 31, 2010
Other Income (Expense), Net
Other Income (Expense), Net

Note 10: Other Income (Expense), Net

     The Company's subsidiaries have adopted the local currency of the country in which they operate as the functional currency. All assets and liabilities of these foreign subsidiaries are translated at period-end rates. Income and expense accounts of the foreign subsidiaries are translated at the average rates in effect during the period. Assets and liabilities (including inter-company accounts that are transactional in nature) of the Company which are denominated in currencies other than the functional currency of the entity are translated based on current exchange rates and gains or losses are included in the Condensed Consolidated Statements of Operations.

     The following table shows the detail of Other Income (Expense), net, in the accompanying Condensed Consolidated Statements of Operations:

    Three Months     Six Months  
    Ended October 31,     Ended October 31,  
    2010     2009     2010 2009
Realized Foreign Exchange Gains, net $ 186   $ 227   $ 89 $ 172
Unrealized Foreign Exchange Gains (Losses), net   (76 )   (404 )   292   53
Other   (6 )   27     15   127
Other Income (Expense), net $ 104   $ (150 ) $ 396 $ 352

Income Taxes
v2.2.0.7
Income Taxes
6 Months Ended
Oct. 31, 2010
Income Taxes
Income Taxes

Note 11:  Income Taxes

 

The Company recognizes a net deferred tax asset for items that will generate a reduction in future taxable income to the extent that it is "more likely than not" that these deferred assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which the tax benefit will be realized. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which the tax benefit will be realized. In determining the realizability of these assets, the Company considers numerous factors, including historical profitability, estimated future taxable income and the industry in which it operates. In fiscal year 2008, the Company reversed approximately $17.2 million and $1 million of valuation allowance against deferred tax assets related to U.S. and German net operating loss (NOL) carryforwards and other net deferred tax assets, respectively, after concluding that it was more likely than not that these benefits would be realized based on cumulative positive results of operations and anticipated future profit levels. For the fiscal year ended April 30, 2010 and for the three and six months ended October 31, 2010, the Company concluded that, after evaluation of all available evidence, it anticipates generating sufficient future taxable income to realize the benefits of its U.S. and German deferred tax assets. The Company continues to provide a full valuation allowance against its net operating losses and other net deferred tax assets, arising in certain tax jurisdictions, because the realization of such assets is not more likely than not. The Company's valuation allowance was at $10.6 million at October 31, 2010, a $500,000 increase from the year ended April 30, 2010. The Company's overall increase in the valuation allowance from April 30, 2010, is mainly attributable to the creation of additional foreign net operating losses. Most of the foreign net losses can be carried forward indefinitely, with certain amounts expiring between fiscal years 2014 and 2017.

 

For the three and six months ended October 31, 2010, the Company recorded an income tax expense of $804,000 and $1.9 million compared to an income tax benefit of $923,000 and $1.5 million, respectively in the comparative prior year. For the three and six months ended October 31, 2010, the relationship between income tax expense and pre-tax income is not customary mainly due to the quarterly tax impact of a $1.9 million repatriation treated as a dividend for income tax purposes, and recently established tax reserves of approximately $200,000 for the six months ended October 31, 2010, in addition to the tax impact of losses from subsidiaries for which a full valuation allowance is maintained.

 

The Company has analyzed its filing positions in all of the federal, state, and international jurisdictions where it, or its wholly-owned subsidiaries, are required to file income tax returns for all open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non- U.S. income tax examinations by tax authorities for years prior to fiscal 2002. There are no significant uncertain tax positions in tax years prior to fiscal year 2002. As of October 31, 2010, the Company's balance of unrecognized tax benefits is $9.3 million, which, if recognized, would reduce the Company's effective tax rate. The Company has recognized immaterial interest charges related to unrecognized tax benefits as a component of interest expense. The Company does not expect that unrecognized tax benefits will significantly change within the next twelve months other than for currency fluctuations.

 

With the exception of certain of its subsidiaries, it is the general practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of October 31, 2010 the Company has not made a provision for U.S. or additional foreign withholding taxes for the excess of the carrying value for financial reporting 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. It is not practical to estimate the amount of deferred tax liability relating to the Company's investment in its other foreign subsidiaries. With the exception of the dividend distribution discussed above, the Company did not have any other distributions for income tax purposes during the respective six months ended October 31, 2010 and 2009. However, the Company intends to repatriate funds from certain of its subsidiaries in the future.


Segment Information
v2.2.0.7
Segment Information
6 Months Ended
Oct. 31, 2010
Segment Information
Segment Information

Note 12: Segment Information

     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:

Segments        
 
  Three Months Ended October 31, Six Months Ended October 31,
   2010 2009 2010 2009
Standard Segment:        
Sales 44,860 31,413 85,703 59,780
Gross Margin 18,619 13,327 36,076 23,920
Advanced Segment:        
Sales 8,075 10,624 13,812 20,009
Gross Margin 1,234 3,305 3,110 6,688
Total:        
Sales 52,935 42,037 99,515 79,789
Gross Margin 19,853 16,632 39,186 30,608