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Flow International Corp. Reports Operating Results (10-Q)

September 08, 2009 | About:

10qk

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Flow International Corp. (FLOW) filed Quarterly Report for the period ended 2009-07-31.

Flow International Corporation is the world's leading developer and manufacturer of ultrahigh-pressure waterjet technology for cutting cleaning and food safety applications. FLOW provides total system solutions for industries including automotive aerospace paper surface preparation and food production. Flow International Corp. has a market cap of $92.9 million; its shares were traded at around $2.46 with a P/E ratio of 30.8 and P/S ratio of 0.4.

Highlight of Business Operations:

On September 8, 2009, we completed a public offering of 7,825,000 common shares at an offering price of $2.10 per share pursuant to a registration statement declared effective by the SEC in July 2009. Net proceeds from the offering will be approximately $14.9 million after deducting underwriting commissions and estimated offering expenses. We have also granted the underwriter an option, for a period of 30 days from closing, to purchase up to an additional 1,173,750 shares of common stock from us to cover over-allotments. If the Underwriter exercises this option in full, our total proceeds, net of underwriting commissions and related offering expenses will be approximately $17.2 million. The proceeds from this offering will be used to pay down existing debt and for general corporate purposes.

The sales decline of $19.3 million or 34% was primarily driven by the continued weak economic environment and its impact on capital spending and expansion plans. In particular, we continued to experience significant sales volume declines in our North America and Europe standard systems and spares which had a combined revenue decline of $18.8 million or 47%. These declines were partially offset by improved revenue of $5.1 million in our Advanced segment.

We recorded a $6 million charge pursuant to the provisions of the amended Merger Agreement with OMAX, which provided for the non-refundable $2 million cash payment to OMAX for the extension of the closing of the merger from March 31, 2009 to August 15, 2009. Per the terms of this amendment, in the event the merger would have been consummated by August 15, 2009, the $2 million would have been applied towards the contemplated $75 million purchase price. However, as the merger was not consummated, the $2 million was forfeited and we are required to issue a promissory note of $4 million to OMAX. The $6 million charge recorded in the first quarter of fiscal year 2010 was net of a discount of $2.8 million as the two promissory notes to be issued to OMAX ($6 million promissory note related to the Settlement and Cross Licensing Agreement which is discussed in Note 5 Other Accrued Liabilities of the Notes to the Condensed Consolidated Financial Statements and the $4 million promissory note discussed herein) will be at a stated interest rate of 2% which is below the Companys incremental borrowing rate. The discount will be amortized as interest expense through the maturity of the promissory notes in August 2013.

During the three months ended July 31, 2009, we recorded Other Income, net of $502,000 compared to Other Income, net of $391,000 for the three months ended July 31, 2008. These changes primarily resulted from the fluctuation in realized and unrealized foreign exchange gains and losses.

Under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, we recognize 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, we considered numerous factors, including historical profitability, estimated future taxable income and the industry in which we operate. In fiscal year 2008, we reversed approximately $17.2 million and $1 million of valuation allowance against deferred tax assets related to U.S. and Germany 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. At July 31, 2009, the recorded amount of our deferred tax assets was $20.8 million, net of valuation allowance on certain foreign NOLs.

At July 31, 2009 we had total cash and cash equivalents of $6.8 million, of which approximately $6.3 million was held by our non-U.S. subsidiaries. To the extent that our cash needs in the U.S. exceed our cash reserves and availability under our senior secured credit facility, we may repatriate cash from certain of our foreign subsidiaries that we have previously repatriated cash from. This could be limited by our ability to repatriate such cash in a tax efficient manner. We believe that our existing cash and cash equivalents as of July 31, 2009, anticipated revenue and funds generated from our operations, funds from our recently completed sale of common stock, and financing available under our existing credit facilities will be sufficient to fund our operations for at least the next twelve months. However, in the event that there are changes in our expectations or circumstances, we ma

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