Document_and_Entity_Informatio
Document and Entity Information Document | 6 Months Ended | |
Oct. 31, 2013 | Nov. 29, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Oct-13 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
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 | ' | 49,052,011 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Oct. 31, 2013 | Apr. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and Cash Equivalents | $14,317 | $15,465 |
Receivables, net | 49,770 | 42,741 |
Inventories | 42,568 | 41,059 |
Other Current Assets | 12,659 | 17,194 |
Total Current Assets | 119,314 | 116,459 |
Property and Equipment, net | 16,840 | 17,894 |
Intangible Assets, net | 5,147 | 5,120 |
Deferred Income Taxes, net | 18,885 | 16,515 |
Other Long-Term Assets | 5,654 | 6,105 |
Total Assets | 165,840 | 162,093 |
Current Liabilities: | ' | ' |
Note Payable | 2,550 | 0 |
Subordinated Notes | 0 | 10,559 |
Accounts Payable | 20,890 | 17,166 |
Accrued Payroll and Related Liabilities | 7,108 | 7,078 |
Taxes Payable and Other Accrued Taxes | 3,612 | 3,908 |
Deferred Revenue and Customer Deposits | 8,970 | 7,340 |
Other Accrued Liabilities | 14,352 | 11,213 |
Total Current Liabilities | 57,482 | 57,264 |
Deferred Income Taxes | 6,544 | 6,313 |
Other Long-Term Liabilities | 2,502 | 1,782 |
Total Liabilities | 66,528 | 65,359 |
Commitments and Contingencies | ' | ' |
Shareholders’ Equity: | ' | ' |
Series A 8% Convertible Preferred Stock, $.01 par value, 1,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common Stock, $.01 par value, 84,000 shares authorized; 49,046 and 48,452 shares issued and outstanding | 490 | 484 |
Capital in Excess of Par | 167,363 | 166,737 |
Accumulated Deficit | -63,390 | -64,635 |
Accumulated Other Comprehensive Loss: | ' | ' |
Defined Benefit Plan Obligation, net of income tax | -127 | -127 |
Cumulative Translation Adjustment, net of income tax | -5,024 | -5,725 |
Total Shareholders’ Equity | 99,312 | 96,734 |
Total Liabilities and Shareholders’ Equity | $165,840 | $162,093 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Oct. 31, 2013 | Apr. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, stated percentage rate | 8.00% | 8.00% |
Preferred Stock, par value | $0.01 | $0.01 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
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 | 49,046,000 | 48,452,000 |
Common Stock, shares outstanding | 49,046,000 | 48,452,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Sales | $66,313 | $67,038 | $125,317 | $133,273 |
Cost of Sales | 40,570 | 41,618 | 77,965 | 83,060 |
Gross Margin | 25,743 | 25,420 | 47,352 | 50,213 |
Operating Expenses: | ' | ' | ' | ' |
Sales and Marketing | 11,505 | 12,719 | 22,299 | 25,198 |
Research and Engineering | 2,864 | 3,007 | 5,810 | 5,218 |
General and Administrative | 5,930 | 5,730 | 11,261 | 11,599 |
Other Operating Charges | 1,392 | 0 | 2,995 | 0 |
Total Operating Expenses | 21,691 | 21,456 | 42,365 | 42,015 |
Operating Income | 4,052 | 3,964 | 4,987 | 8,198 |
Interest Income | 11 | 12 | 27 | 67 |
Interest Expense | -138 | -325 | -522 | -665 |
Other Income (Expense), net | 338 | -124 | -1,185 | -389 |
Income Before Income Taxes | 4,263 | 3,527 | 3,307 | 7,211 |
Provision for Income Taxes | -1,956 | -1,352 | -1,835 | -2,829 |
Income from Continuing Operations | 2,307 | 2,175 | 1,472 | 4,382 |
Loss from Discontinued Operations, net of Income Tax | -217 | -65 | -227 | -51 |
Net Income | $2,090 | $2,110 | $1,245 | $4,331 |
Basic Earnings (Loss) Per Share: | ' | ' | ' | ' |
Continuing Operations (in dollars per share) | $0.05 | $0.04 | $0.03 | $0.09 |
Discontinued Operations (in dollars per share) | ($0.01) | $0 | $0 | $0 |
Net Income (in dollars per share) | $0.04 | $0.04 | $0.03 | $0.09 |
Diluted Earnings (Loss) Per Share: | ' | ' | ' | ' |
Continuing Operations (in dollars per share) | $0.05 | $0.04 | $0.03 | $0.09 |
Discontinued Operations (in dollars per share) | ($0.01) | $0 | $0 | $0 |
Net Income (in dollars per share) | $0.04 | $0.04 | $0.03 | $0.09 |
Weighted Average Shares Used in Computing Basic and Diluted Income (Loss) Per Share: | ' | ' | ' | ' |
Basic (in shares) | 48,981 | 48,368 | 48,755 | 48,203 |
Diluted (in shares) | 49,307 | 48,904 | 49,118 | 48,941 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net Income | $2,090 | $2,110 | $1,245 | $4,331 |
Other Comprehensive Income (Loss): | ' | ' | ' | ' |
Cumulative Translation Adjustment, net of tax | 977 | 619 | 701 | -770 |
Total Comprehensive Income | $3,067 | $2,729 | $1,946 | $3,561 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 |
Cash Flows from Operating Activities: | ' | ' |
Net Income | $1,245 | $4,331 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ' | ' |
Depreciation and Amortization | 3,227 | 2,839 |
Deferred Income Taxes | 1,393 | 2,667 |
Provision for Slow Moving and Obsolete Inventory | 204 | 128 |
Bad Debt Expense | 164 | 220 |
Warranty Expense | 3,147 | 3,034 |
Incentive Stock Compensation Expense | 1,116 | 1,299 |
Unrealized Foreign Exchange Currency Losses | 973 | 112 |
Indemnification Charge (Recovery) | 22 | -51 |
Interest Accretion on Subordinated Notes | 265 | 472 |
Other | 216 | 48 |
Changes in Operating Assets and Liabilities: | ' | ' |
Receivables | -7,686 | -1,693 |
Inventories | -2,286 | -2,607 |
Other Operating Assets | 1,411 | -340 |
Accounts Payable | 4,125 | 553 |
Accrued Payroll and Related Liabilities | -620 | -1,017 |
Deferred Revenue and Customer Deposits | 1,557 | -2,571 |
Other Operating Liabilities | 407 | -2,038 |
Net Cash Provided by Operating Activities | 8,880 | 5,386 |
Cash Flows from Investing Activities: | ' | ' |
Expenditures for Property and Equipment | -2,023 | -3,426 |
Expenditures for Intangible Assets | -320 | -350 |
Proceeds from Sale of Property and Equipment | 0 | 5 |
Restricted Cash | 0 | 527 |
Net Cash Used in Investing Activities | -2,343 | -3,244 |
Cash Flows from Financing Activities: | ' | ' |
Borrowings Under Credit Facility | 29,000 | 31,140 |
Repayments Under Credit Facility | -26,450 | -31,140 |
Repayments Under Other Financing Arrangements | -3 | -2 |
Repayment of Subordinated Notes | -10,824 | 0 |
Net Cash Used in Financing Activities | -8,277 | -2 |
Effect of Changes in Exchange Rates | 592 | 191 |
Net Change in Cash And Cash Equivalents | -1,148 | 2,331 |
Cash and Cash Equivalents, Beginning of Period | 15,465 | 12,942 |
Cash and Cash Equivalents, End of Period | 14,317 | 15,273 |
Supplemental Disclosures of Cash Flow Information: | ' | ' |
Interest | 183 | 130 |
Income Taxes | 718 | 1,581 |
Supplemental Disclosures of Noncash Investing Activities: | ' | ' |
Accounts Payable Incurred to Acquire Property and Equipment and Intangible Assets | $351 | $968 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock | Capital In Excess of Par | Accumulated Deficit | Accumulated Other Comprehensive Loss |
In Thousands, unless otherwise specified | |||||
Balances, value at Apr. 30, 2012 | $91,048 | $474 | $164,882 | ($69,672) | ($4,636) |
Balances, shares at Apr. 30, 2012 | ' | 47,891 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net Income | 4,331 | ' | ' | 4,331 | ' |
Other Comprehensive (Loss) Income, net of tax | -770 | ' | ' | ' | -770 |
Stock Compensation, value | 989 | 7 | 982 | ' | ' |
Stock Compensation, shares | ' | 522 | ' | ' | ' |
Balances, value at Oct. 31, 2012 | 95,598 | 481 | 165,864 | -65,341 | -5,406 |
Balances, shares at Oct. 31, 2012 | ' | 48,413 | ' | ' | ' |
Balances, value at Apr. 30, 2013 | 96,734 | 484 | 166,737 | -64,635 | -5,852 |
Balances, shares at Apr. 30, 2013 | 48,452 | 48,452 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net Income | 1,245 | ' | ' | 1,245 | ' |
Other Comprehensive (Loss) Income, net of tax | 701 | ' | ' | ' | 701 |
Stock Compensation, value | 632 | 6 | 626 | ' | ' |
Stock Compensation, shares | ' | 594 | ' | ' | ' |
Balances, value at Oct. 31, 2013 | $99,312 | $490 | $167,363 | ($63,390) | ($5,151) |
Balances, shares at Oct. 31, 2013 | 49,046 | 49,046 | ' | ' | ' |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Oct. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [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, consisting of normal recurring adjustments and accruals, 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, 2013. | |
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, 2013 may not be indicative of future results. | |
Merger Agreement with Waterjet Holdings, Inc. | |
On September 25, 2013, Flow entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Waterjet Holdings, Inc. (formerly known as AIP Waterjet Holdings, Inc.), a Delaware corporation (“Parent”), and AIP/FIC Merger Sub, Inc., a Washington corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Flow, with Flow continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “merger”). After completion of the Merger, Parent will own 100% of Flow's outstanding stock, and current stockholders will no longer have any interest in Flow. If the Merger is completed, each share of Flow common stock outstanding immediately prior to the effective time of the Merger (other than any shares held by (i) Flow, Parent or Merger Sub or any of their respective subsidiaries or (ii) any person who has perfected dissenters’ rights in accordance with Chapter 23B.13 of the Washington Business Corporation Act, which we refer to as the "WBCA") will be converted into the right to receive $4.05 in cash, without interest and less any applicable withholding taxes. As a result of the Merger, Flow will become a wholly owned subsidiary of Parent, and Company Common Stock will no longer be publicly traded. In addition, the Company Common Stock will be delisted from the NASDAQ Stock Market and deregistered under the Securities Exchange Act of 1934, as amended, and will no longer file periodic reports with the SEC on account of Company Common Stock. The transaction is expected to be completed in early 2014. | |
The closing of the Merger is subject to customary closing conditions, including (i) receiving the required approval of the Company's stockholders and (ii) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). On November 15, 2013, the Company filed with the SEC its definitive proxy statement (the “Proxy Statement”) for a Special Meeting of Stockholders scheduled for December 20, 2013 to consider the adoption of the Merger Agreement and related matters (the “Special Meeting”). Additional detail about the closing conditions to the Merger can be found in the Merger Agreement and the Proxy Statement. | |
The foregoing description is a summary and does not purport to contain all details related to the Merger and the actions and conditions contemplated thereby, and therefore is qualified in all respects by reference to the Merger Agreement and related materials, which can be found in the Company's SEC filings at www.sec.gov. The foregoing information about the Merger Agreement and the actions and conditions contemplated thereby is stated as of the date on which this Form 10-Q is filed. | |
Under the HSR Act, the Merger may not be completed until the expiration of a thirty-calendar day waiting period after Flow and Parent submit a Premerger Notification and Report Form under the HSR Act with the Federal Trade Commission (“FTC”), and the Antitrust Division of the Department of Justice, (“Antitrust Division”), unless such waiting period is earlier terminated by the FTC and the Antitrust Division, or unless extended by a Request for Additional Information. Flow and Parent each filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the Merger on October 28, 2013. Flow and Parent refiled the October 28 filing on November 27, 2013, extending the period for FTC Review. | |
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 and a cost-method investment. Such nonfinancial assets 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. There were no impairments identified for the three and six months ended October 31, 2013. |
Receivables_Net
Receivables, Net | 6 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Receivables, Net | ' | |||||||
Receivables, Net | ||||||||
Net receivables consisted of the following: | ||||||||
October 31, 2013 | April 30, 2013 | |||||||
Trade Accounts Receivable | $ | 37,001 | $ | 31,893 | ||||
Unbilled Revenues | 13,725 | 11,754 | ||||||
50,726 | 43,647 | |||||||
Less: Allowance for Doubtful Accounts | (956 | ) | (906 | ) | ||||
Receivables, net | $ | 49,770 | $ | 42,741 | ||||
Unbilled revenues do not contain any amounts which are expected to be collected after one year. |
Inventories
Inventories | 6 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories consisted of the following: | ||||||||
October 31, 2013 | April 30, 2013 | |||||||
Raw Materials and Parts | $ | 26,110 | $ | 25,409 | ||||
Work in Process | 3,776 | 3,365 | ||||||
Finished Goods | 12,682 | 12,285 | ||||||
Inventories | $ | 42,568 | $ | 41,059 | ||||
Debt
Debt | 6 Months Ended |
Oct. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt | |
Credit Facility | |
The Company has a $40.0 million Credit Facility that matures May 31, 2017. Under the terms of the Credit Facility in effect as of October 31, 2013, the Company is required to maintain a maximum consolidated leverage ratio of 2.75x, and a minimum fixed charge coverage ratio of 1.75x. The terms of the Credit Facility define the leverage ratio as the ratio of consolidated indebtedness to consolidated adjusted Earnings Before Interest, Taxes, Depreciation and Amortization and other non-cash charges, which includes such items as stock-based compensation expense, foreign currency gains or losses, and other allowable add backs pursuant to our Credit Facility Agreement ("Adjusted EBITDA") for the most recent four fiscal quarters. The Fixed Charge Coverage Ratio is defined as the ratio of Adjusted EBITDA, less cash payments for income taxes and maintenance capital expenditures, during the most recent four fiscal quarters to the sum of certain interest charges during the most recent four quarters and scheduled debt repayments in the next four quarters. | |
The financial covenants are measured on a quarterly basis. The Company's leverage ratio and fixed charge coverage ratio were 0.51 and 10.2, respectively as of the fiscal quarter ended October 31, 2013. The Company's calculations of these financial ratios are reported in Exhibit No. 99.1 of this quarterly report on Form 10-Q. A violation of any of the Credit Facility covenants 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 of its financial covenants as of October 31, 2013. 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 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. | |
The Merger, as referenced in Note 1 of the Condensed Consolidated Financial Statements, if consummated, would be considered a “change of control” under the Company's Credit Facility, which would constitute an event of default; however, management anticipates that all outstanding indebtedness under the Credit Facility would be repaid concurrently with the consummation of the Merger and that the Credit Facility would be terminated. | |
There was $2.6 million outstanding on the Company's Credit Facility as of October 31, 2013. Consequently, the Company had $30.8 million available under this Credit Facility, net of $6.6 million in outstanding letters of credit. | |
Revolving Credit Facility | |
The Company also maintains two unsecured foreign credit facilities. There were no outstanding balances under these credit facilities as of October 31, 2013. | |
Subordinated Notes | |
The Company issued subordinated notes in fiscal year 2010 with a principal value of $10.0 million and a 2% annual interest rate. The notes were originally recorded at a discount as the stated interest rate was below the Company's incremental borrowing rate. The discount was amortized to interest expense through maturity of the notes. The principal balance and accrued interest on the notes totaled $10.8 million when the notes were repaid and extinguished in August 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Commitments and Contingencies | ' | |||||||
Commitments and Contingencies | ||||||||
Warranty Obligations | ||||||||
The Company believes that its warranty accrual as of October 31, 2013, 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 Company's warranty obligation activity: | ||||||||
Six Months Ended | ||||||||
October 31, | ||||||||
2013 | 2012 | |||||||
Beginning Balance | $ | 3,724 | $ | 3,013 | ||||
Increase in warranty liability on fiscal year sales | 3,147 | 3,034 | ||||||
Reduction in warranty liability for claims in fiscal year | (2,778 | ) | (2,605 | ) | ||||
Ending Balance | $ | 4,093 | $ | 3,442 | ||||
Other Operating Charges | ||||||||
The Company recorded Other Operating Charges of $1.4 million and $3.0 million for the respective three and six months ended October 31, 2013 in the Condensed Consolidated Statements of Operations which was comprised of the following: | ||||||||
• | charges of nil and $0.6 million for the respective three and six months ended October 31, 2013 for employee severance and related benefits as part of the Company's cost reduction initiatives; | |||||||
• | professional fees and other charges of $0.1 million and $0.8 million for the three and six months ended October 31, 2013 for the investigations into alleged employee misconduct and related internal control matters; and | |||||||
• | professional fees of $1.3 million and $1.6 million for the three and six months ended October 31, 2013 related to our evaluation of strategic alternatives and the proposed Merger transaction with Waterjet Holdings Inc.; | |||||||
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 an 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, or a range of loss cannot be estimated, and, therefore, no liability is recorded. Management discloses the facts regarding material matters assessed as reasonably possible, and the 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 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, has settled the claims relating to this incident for a total of approximately $3.4 million and sought a declaratory judgment that it was not obligated to pay the claim. The suit, Lumbermens Mutual Casualty Company v. Flow International Corporation et al, was filed in United States District Court for the Northern District of New York on August 13, 2008, case number 08-CV-865. In order to avoid the continuing cost associated with the lawsuit, the Company has agreed to settle the claim for $275,000. | ||||||||
Merger Related Litigation | ||||||||
On September 27, 2013, a purported class action lawsuit was filed on behalf of the Company’s stockholders in the Superior Court of Washington for King County, docketed as Englehart v. Brown, et al, Case No. 13-2-33726-6 KNT. A second purported class action lawsuit on behalf of the Company’s stockholders was filed five days later, on October 2, 2013, in the Superior Court of Washington for King County, docketed as Wulfken v. Brown, et al., Case No. 13-2-34375-4 KNT. On October 4, 2013, two more purported class action lawsuits on behalf of the Company’s stockholders were filed in the Superior Court of Washington for King County, docketed as Papazian v. Brown, et al., Case No. 13-2-34980-9 KNT, and Chu v. Flow International Corporation, et al., Case No. 13-2-34967-1 KNT. On October 8, 2013, another purported class action lawsuit was filed in the Superior Court of Washington for King County, docketed as Bruno v. Flow International Corporation, et al., Case No. 13-2-35209-5 KNT. A sixth and final purported class action lawsuit on behalf of the Company’s stockholders was filed in the Superior Court of Washington for King County, on October 16, 2013, docketed as Shaev v. Flow International Corporation, et al., Case No. 13-2-35865-4 KNT. On October 9, 2013, the plaintiff in Englehart filed a Motion for Consolidation of Related Actions and Appointment of Lead Plaintiff and Co-Lead Counsel. Some of the other plaintiffs filed competing motions for appointment as lead plaintiff and lead counsel. On October 23, 2013, the Court consolidated all six actions, appointed Englehart as lead plaintiff and approved Englehart’s selection of lead counsel in the consolidated action. | ||||||||
On November 19, 2013, an amended consolidated complaint was filed. The consolidated complaint alleges, among other things, that the Company’s Board of Directors breached its fiduciary duties to stockholders by failing to take steps to maximize stockholder value or to engage in a fair sale process before approving the proposed acquisition of the Company by American Industrial Partners (“AIP”) through its affiliates, AIP Waterjet Holdings, Inc. and AIP/FIC Merger Sub, Inc. (collectively with AIP, “the AIP Entities”). Specifically, the consolidated complaint alleges that the consideration paid by the AIP Entities is grossly inadequate in light of Flow’s recent performance and prospects, that the process was designed to ensure that the AIP Entities had the only opportunity to acquire the Company because certain deal protection mechanisms precluded the Company from seeking out or listening to competing offers, and that Flow’s Schedule 14A Proxy filed by the Company with the SEC on November 15, 2013 omits certain purportedly material information. The lawsuit alleges that the Board was aided and abetted in its breaches of fiduciary duty by Flow and the AIP Entities. The consolidated complaint names the Company, the members of our Board of Directors, and the AIP Entities as defendants. The plaintiffs in the consolidated action seek relief that includes, among other things, an injunction prohibiting the consummation of the proposed merger, rescission to the extent the merger terms have already been implemented, unspecified damages, and the payment of plaintiffs’ attorneys’ fees and costs. | ||||||||
On November 26, 2013, the Court entered a stipulated order dismissing without prejudice the AIP Entities from the consolidated action. That same day, the Court entered a stipulated scheduling order setting a hearing date of December 13, 2013 for any motion for preliminary injunction. | ||||||||
On November 22, 2103, a Flow shareholder filed a lawsuit solely on behalf of himself (not on behalf of a purported class) in the United States District Court for the Western District of Washington. The complaint asserts allegations similar to those alleged in the consolidated class action pending in King County Superior Court. The complaint also alleges that Flow’s Board of Directors violated Section 14(a) of the Exchange Act, 15 U.S.C. §78n(a), and SEC Rule 14a-9 promulgated thereunder, because Flow’s Schedule 14A Proxy purportedly contains materially false or misleading statements, or omits materials facts necessary to make statements therein not false or misleading. The complaint seeks relief that includes an injunction prohibiting the consummation of the proposed merger and payment of attorneys’ fees and costs. | ||||||||
Flow and the Flow Board believe the lawsuits are without merit and intend to defend against them vigorously. There can be no assurance, however, with regard to the outcome. Additional lawsuits arising out of or relating to the Merger Agreement or the merger may be filed in the future. | ||||||||
Other Claims or Assessments | ||||||||
In fiscal year 2009, the Company was notified by the purchaser of its Avure Business (“Purchaser”), which was reported as discontinued operations 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 Indemnification Agreement with the purchaser, the Company had made certain commitments to indemnify various liabilities and claims, including any tax matters when the Company owned the business. The Swedish tax authority concluded its audit and issued a report in November 2009, initially asserting that Avure owed 19.5 million Swedish Krona in additional taxes, penalties and fines which included periods prior to and following the Company's disposition of Avure. An equivalent of $1.1 million was accrued in fiscal year 2010 related to the periods during which the Company owned Avure. This amount was accounted for as an adjustment to the loss on the disposal of the Avure Business and was reported as a charge to discontinued operations in the Statement of Operations. The balance of the assessed amount will fluctuate period over period with changes in foreign currency rates. | ||||||||
In August 2012, the Swedish district court ruled in favor of the tax authority following which the Company filed an appeal to the Administrative Court of Stockholm. The Administrative Court of Stockholm issued its final ruling on September 16, 2013. Management has decided not to contest this ruling and has offered 7.5 million Swedish Krona (an equivalent of $1.1 million) to settle the Company's portion of the liability to Avure. Avure has filed an arbitration demand. To date, no change has been made to the original reserve recorded other than fluctuations related to foreign currency rates as described above. |
Shareholders_Equity
Shareholders' Equity | 6 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Shareholders' Equity | ' | ||||||||||||
Shareholders' Equity | |||||||||||||
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 six months ended October 31, 2013: | |||||||||||||
Number of Options | Weighted-Average Exercise Price | Aggregate Intrinsic Value | Weighted-Average Remaining Contractual Term (Years) | ||||||||||
Outstanding at April 30, 2013 | 375,028 | $ | 10.64 | $ | — | 4.6 | |||||||
Granted | — | — | |||||||||||
Exercised | — | — | |||||||||||
Expired or forfeited | — | — | |||||||||||
Outstanding at October 31, 2013 | 375,028 | $ | 10.64 | $ | — | 4.1 | |||||||
Exercisable as of October 31, 2013 | 375,028 | $ | 10.64 | $ | — | 4.1 | |||||||
Vested and expected to vest as of October 31, 2013 | 375,028 | $ | 10.64 | $ | — | 4.1 | |||||||
The Company did not recognize any compensation expense related to stock options for the six months ended October 31, 2013 and October 31, 2012. All outstanding options are vested. | |||||||||||||
Service and Performance-Based Stock Awards | |||||||||||||
The Company grants stock awards to employees of the Company with service and/or performance conditions, and it also grants stock awards to non-employee directors. Each non-employee director is eligible to receive and is granted fully vested common stock worth $40,000 annually. Performance-based stock awards are granted to executive officers and certain employees in management to align compensation with shareholder interests. Such awards generally vest over time; however, for certain awards, vesting occurs only when certain operating income targets are achieved. The compensation cost of the service-based common stock or restricted stock units are based on their fair value at the grant date and recognized ratably over the service period. The compensation cost of performance-based stock awards is measured based on their fair value at the grant date multiplied by the estimated percentage of performance stock units earned, and recognized ratably over the performance period. | |||||||||||||
The following table summarizes the service and performance-based stock award activities for employees for the six months ended October 31, 2013: | |||||||||||||
Number of Shares | Weighted-Average Grant-date Fair Value | ||||||||||||
Unvested at April 30, 2013 | 1,729,004 | $ | 3.03 | ||||||||||
Granted | 355,000 | 3.63 | |||||||||||
Vested | (703,916 | ) | 2.82 | ||||||||||
Forfeited | (83,847 | ) | 3.12 | ||||||||||
Unvested at October 31, 2013 | 1,296,241 | $ | 3.3 | ||||||||||
For the respective six months ended October 31, 2013 and 2012, the Company recognized compensation expense related to service and performance-based stock awards of $1.1 million and $1.3 million. As of October 31, 2013, total unrecognized compensation cost related to service and performance-based stock awards of $3.6 million is expected to be recognized over a weighted average period of 2.3 years. | |||||||||||||
Merger Related Information | |||||||||||||
On September 25, 2013, Flow entered into a definitive Agreement and Plan of Merger with Parent and Merger Sub. Refer to Note 1 for more information. | |||||||||||||
After completion of the Merger, Parent will own 100% of Flow's outstanding stock, and current stockholders will no longer have any interest in Flow. If the Merger is completed, each share of Flow common stock outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $4.05 in cash, without interest and less any applicable withholding taxes. | |||||||||||||
Each outstanding restricted stock right, phantom share right and restricted stock unit (“Restricted Stock Right”) issued by Flow that is subject to time-based vesting conditions will be fully vested and converted into the right to receive an amount in cash equal to $4.05 multiplied by the number of shares of Common Stock subject to such Restricted Stock Right, in each case without interest, less any applicable withholding for taxes. Each Restricted Stock Right that is subject to performance-based vesting conditions that have not been satisfied as of the consummation of the Merger will be canceled and no consideration will be payable with respect thereto. In addition, each Flow option outstanding immediately prior to the Merger, whether vested or unvested, will be fully vested and converted into the right to receive an amount in cash equal to (i) the excess, if any, of $4.05 over the applicable exercise price per share of such stock option, multiplied by (ii) the number of shares of Company Common Stock subject to such stock option, without interest, less any applicable withholding for taxes. There are no outstanding options with exercise prices that are lower than $4.05 and, as a result, no payments will be made to option holders in respect of their options in connection with the Merger. |
Basic_and_Diluted_Income_per_S
Basic and Diluted Income per Share | 6 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Basic and Diluted Income per Share | ' | |||||||||||||||
Basic and Diluted Income per Share | ||||||||||||||||
Basic income per share is calculated by dividing income from continuing operations by the weighted average number of common shares outstanding during the period. Diluted income per share is calculated by dividing income from continuing operations by the weighted average number of common shares and potential common shares outstanding during the period. Potential dilutive common shares consist of the incremental common shares issuable upon the exercise of outstanding employee stock options and non-vested restricted stock units as determined under the treasury stock method, except where their inclusion would be antidilutive. | ||||||||||||||||
The following table sets forth the computation of basic and diluted income from continuing operations per share: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Income from Continuing Operations | $ | 2,307 | $ | 2,175 | $ | 1,472 | $ | 4,382 | ||||||||
Weighted average shares used in computing basic income per share | 48,981 | 48,368 | 48,755 | 48,203 | ||||||||||||
Dilutive potential common shares from employee stock options and restricted stock units | 326 | 536 | 363 | 738 | ||||||||||||
Weighted average shares used in computing diluted income per share | 49,307 | 48,904 | 49,118 | 48,941 | ||||||||||||
Basic income from continuing operations per share | $ | 0.05 | $ | 0.04 | $ | 0.03 | $ | 0.09 | ||||||||
Diluted income from continuing operations per share | $ | 0.05 | $ | 0.04 | $ | 0.03 | $ | 0.09 | ||||||||
There were 1.2 million common shares from employee stock options and restricted stock units which were excluded from the diluted weighted average share calculation for both the three and six months ended October 31, 2013 as compared to 0.4 million and 0.9 million for the respective three and six months ended October 31, 2012 as their effects were antidilutive. |
Other_Expense_Net
Other Expense, Net | 6 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Other Expense, Net | ' | |||||||||||||||
Other Income (Expense), Net | ||||||||||||||||
The following table sets forth the detail of Other Income (Expense), net: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Realized Foreign Exchange Gains (Losses), net | $ | (44 | ) | $ | 129 | $ | (203 | ) | $ | (240 | ) | |||||
Unrealized Foreign Exchange Gains (Losses), net | 359 | (212 | ) | (973 | ) | (112 | ) | |||||||||
Other | 23 | (41 | ) | (9 | ) | (37 | ) | |||||||||
Other Income (Expense), net | $ | 338 | $ | (124 | ) | $ | (1,185 | ) | $ | (389 | ) | |||||
Income_Taxes
Income Taxes | 6 Months Ended |
Oct. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the respective three and six months ended October 31, 2013, the Company recorded income tax expense of $2.0 million and $1.8 million compared to income tax expense of $1.4 million and $2.8 million in the respective prior year periods. For the three and six months ended October 31, 2013, the relationship between income tax expense and income before taxes was not customary. The Company recorded reserves for uncertain tax positions in the three months ended October 31, 2013 and was not able to recognize the tax benefit from losses generated in certain foreign jurisdictions in the three and six months ended October 31, 2013. | |
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 was $7.6 million at October 31, 2013 and $7.6 million at April 30, 2013 and is mainly attributable to foreign net operating losses. Most of the foreign losses can be carried forward indefinitely, with certain amounts expiring beginning in 2016. |
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
The following table sets forth the revenue and gross margin of operations by reportable segment: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Standard Segment: | ||||||||||||||||
Sales | $ | 57,799 | $ | 63,202 | $ | 108,503 | $ | 125,219 | ||||||||
Gross Margin | 23,691 | 25,341 | 43,160 | 49,587 | ||||||||||||
41 | % | 40 | % | 40 | % | 40 | % | |||||||||
Advanced Segment: | ||||||||||||||||
Sales | 8,514 | 3,836 | 16,814 | 8,054 | ||||||||||||
Gross Margin | 2,052 | 79 | 4,192 | 626 | ||||||||||||
24 | % | 2 | % | 25 | % | 8 | % | |||||||||
Total: | ||||||||||||||||
Sales | $ | 66,313 | $ | 67,038 | $ | 125,317 | $ | 133,273 | ||||||||
Gross Margin | $ | 25,743 | $ | 25,420 | $ | 47,352 | $ | 50,213 | ||||||||
39 | % | 38 | % | 38 | % | 38 | % |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended |
Oct. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Fair Value of Financial Instruments | ' |
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 and a cost-method investment. Such nonfinancial assets 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. There were no impairments identified for the three and six months ended October 31, 2013. |
Receivables_Net_Tables
Receivables, Net (Tables) | 6 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Schedule of Receivables, Net | ' | |||||||
Net receivables consisted of the following: | ||||||||
October 31, 2013 | April 30, 2013 | |||||||
Trade Accounts Receivable | $ | 37,001 | $ | 31,893 | ||||
Unbilled Revenues | 13,725 | 11,754 | ||||||
50,726 | 43,647 | |||||||
Less: Allowance for Doubtful Accounts | (956 | ) | (906 | ) | ||||
Receivables, net | $ | 49,770 | $ | 42,741 | ||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
Inventories consisted of the following: | ||||||||
October 31, 2013 | April 30, 2013 | |||||||
Raw Materials and Parts | $ | 26,110 | $ | 25,409 | ||||
Work in Process | 3,776 | 3,365 | ||||||
Finished Goods | 12,682 | 12,285 | ||||||
Inventories | $ | 42,568 | $ | 41,059 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Schedule of Product Warranty Accrual | ' | |||||||
The following table presents the Company's warranty obligation activity: | ||||||||
Six Months Ended | ||||||||
October 31, | ||||||||
2013 | 2012 | |||||||
Beginning Balance | $ | 3,724 | $ | 3,013 | ||||
Increase in warranty liability on fiscal year sales | 3,147 | 3,034 | ||||||
Reduction in warranty liability for claims in fiscal year | (2,778 | ) | (2,605 | ) | ||||
Ending Balance | $ | 4,093 | $ | 3,442 | ||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 6 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Schedule of Stock Option Award Activities | ' | ||||||||||||
The following table summarizes stock option activities for the six months ended October 31, 2013: | |||||||||||||
Number of Options | Weighted-Average Exercise Price | Aggregate Intrinsic Value | Weighted-Average Remaining Contractual Term (Years) | ||||||||||
Outstanding at April 30, 2013 | 375,028 | $ | 10.64 | $ | — | 4.6 | |||||||
Granted | — | — | |||||||||||
Exercised | — | — | |||||||||||
Expired or forfeited | — | — | |||||||||||
Outstanding at October 31, 2013 | 375,028 | $ | 10.64 | $ | — | 4.1 | |||||||
Exercisable as of October 31, 2013 | 375,028 | $ | 10.64 | $ | — | 4.1 | |||||||
Vested and expected to vest as of October 31, 2013 | 375,028 | $ | 10.64 | $ | — | 4.1 | |||||||
Schedule of Service and Performance-Based Stock Award Activities | ' | ||||||||||||
The following table summarizes the service and performance-based stock award activities for employees for the six months ended October 31, 2013: | |||||||||||||
Number of Shares | Weighted-Average Grant-date Fair Value | ||||||||||||
Unvested at April 30, 2013 | 1,729,004 | $ | 3.03 | ||||||||||
Granted | 355,000 | 3.63 | |||||||||||
Vested | (703,916 | ) | 2.82 | ||||||||||
Forfeited | (83,847 | ) | 3.12 | ||||||||||
Unvested at October 31, 2013 | 1,296,241 | $ | 3.3 | ||||||||||
Basic_and_Diluted_Income_per_S1
Basic and Diluted Income per Share (Tables) | 6 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Computation of Basic and Diluted Income from Continuing Operations per Share | ' | |||||||||||||||
The following table sets forth the computation of basic and diluted income from continuing operations per share: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Income from Continuing Operations | $ | 2,307 | $ | 2,175 | $ | 1,472 | $ | 4,382 | ||||||||
Weighted average shares used in computing basic income per share | 48,981 | 48,368 | 48,755 | 48,203 | ||||||||||||
Dilutive potential common shares from employee stock options and restricted stock units | 326 | 536 | 363 | 738 | ||||||||||||
Weighted average shares used in computing diluted income per share | 49,307 | 48,904 | 49,118 | 48,941 | ||||||||||||
Basic income from continuing operations per share | $ | 0.05 | $ | 0.04 | $ | 0.03 | $ | 0.09 | ||||||||
Diluted income from continuing operations per share | $ | 0.05 | $ | 0.04 | $ | 0.03 | $ | 0.09 | ||||||||
Other_Expense_Net_Tables
Other Expense, Net (Tables) | 6 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Schedule of Other Expense, Net | ' | |||||||||||||||
The following table sets forth the detail of Other Income (Expense), net: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Realized Foreign Exchange Gains (Losses), net | $ | (44 | ) | $ | 129 | $ | (203 | ) | $ | (240 | ) | |||||
Unrealized Foreign Exchange Gains (Losses), net | 359 | (212 | ) | (973 | ) | (112 | ) | |||||||||
Other | 23 | (41 | ) | (9 | ) | (37 | ) | |||||||||
Other Income (Expense), net | $ | 338 | $ | (124 | ) | $ | (1,185 | ) | $ | (389 | ) | |||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Revenue and Gross Margin, by Reportable Segment | ' | |||||||||||||||
The following table sets forth the revenue and gross margin of operations by reportable segment: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Standard Segment: | ||||||||||||||||
Sales | $ | 57,799 | $ | 63,202 | $ | 108,503 | $ | 125,219 | ||||||||
Gross Margin | 23,691 | 25,341 | 43,160 | 49,587 | ||||||||||||
41 | % | 40 | % | 40 | % | 40 | % | |||||||||
Advanced Segment: | ||||||||||||||||
Sales | 8,514 | 3,836 | 16,814 | 8,054 | ||||||||||||
Gross Margin | 2,052 | 79 | 4,192 | 626 | ||||||||||||
24 | % | 2 | % | 25 | % | 8 | % | |||||||||
Total: | ||||||||||||||||
Sales | $ | 66,313 | $ | 67,038 | $ | 125,317 | $ | 133,273 | ||||||||
Gross Margin | $ | 25,743 | $ | 25,420 | $ | 47,352 | $ | 50,213 | ||||||||
39 | % | 38 | % | 38 | % | 38 | % |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2013 | Sep. 25, 2013 | |
Waterjet Holdings, Inc. | |||
Business Acquisition [Line Items] | ' | ' | ' |
Percentage of Voting Interests Acquired | ' | ' | 100.00% |
Impairment of Investments | $0 | $0 | ' |
Right to Receive Cash (in dollars per share) | ' | ' | $4.05 |
Receivables_Net_Details
Receivables, Net (Details) (USD $) | Oct. 31, 2013 | Apr. 30, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Receivables, gross | $50,726 | $43,647 |
Less: Allowance for Doubtful Accounts | -956 | -906 |
Receivables, net | 49,770 | 42,741 |
Trade Accounts Receivable [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Receivables, gross | 37,001 | 31,893 |
Unbilled Revenues [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Receivables, gross | $13,725 | $11,754 |
Inventories_Details
Inventories (Details) (USD $) | Oct. 31, 2013 | Apr. 30, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw Materials and Parts | $26,110 | $25,409 |
Work in Process | 3,776 | 3,365 |
Finished Goods | 12,682 | 12,285 |
Inventories | $42,568 | $41,059 |
Debt_Details
Debt (Details) (USD $) | 6 Months Ended |
Oct. 31, 2013 | |
Domestic Line of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit Facility, Maximum Borrowing Capacity | 40,000,000 |
Consolidated Leverage Ratio, Ratio of Consolidated Indebtedness (excluding subordinated notes) to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization | 0.51 |
Amended Fixed Charge Coverage Ratio, Ratio of Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization Less Income Taxes and Maintenance Capital Expenditures to Sum of Interest Charges | 10.2 |
Credit Facility, Remaining Borrowing Capacity | 30,800,000 |
Domestic Line of Credit [Member] | Minimum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit Facility Covenants, Fixed Charge Coverage Ratio | 1.75 |
Credit Facility, Basis Spread on Variable Rate | 0.00% |
Letter of Credit, Commitment Fee Amount | 1.25% |
Domestic Line of Credit [Member] | Maximum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Consolidated Leverage Ratio, Ratio of Consolidated Indebtedness (excluding subordinated notes) to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization | 2.75 |
Credit Facility, Basis Spread on Variable Rate | 2.25% |
Letter of Credit, Commitment Fee Amount | 2.25% |
Letter of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Letters of Credit Outstanding, Amount | 6,600,000 |
Line of Credit Facility, Interest Rate Options, Prime Rate Option [Member] | Domestic Line of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit Facility, Variable Rate Basis | 'prime rate |
Line of Credit Facility, Interest Rate Options, LIBOR Option [Member] | Domestic Line of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit Facility, Variable Rate Basis | 'LIBOR |
Taiwan Unsecured Credit Facility [Member] | Foreign Line of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit Facility, Amount Outstanding | 0 |
Domestic Line of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit Facility, Amount Outstanding | 2,600,000 |
Debt_Subordinated_Debt_Details
Debt Subordinated Debt (Details) (Subordinated Debt [Member], USD $) | Oct. 31, 2013 | Aug. 31, 2013 |
Subordinated Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Subordinated Debt, Face Amount | $10,000,000 | ' |
Subordinated Debt, Stated Percentage | 2.00% | ' |
Subordinated Debt, Value of Principal and Interest at Maturity | ' | $10,800,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ' | ' |
Beginning Balance | $3,724 | $3,013 |
Increase in warranty liability on fiscal year sales | 3,147 | 3,034 |
Reduction in warranty liability for claims in fiscal year | -2,778 | -2,605 |
Ending Balance | $4,093 | $3,442 |
Commitments_and_Contingencies_2
Commitments and Contingencies Narrative (Details) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | |||||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Dec. 31, 2006 | Oct. 31, 2013 | Nov. 30, 2009 | Sep. 16, 2013 | Sep. 16, 2013 | Apr. 30, 2010 | |
USD ($) | USD ($) | USD ($) | USD ($) | Insurance Claims Received [Member] | Insurance Claims Received [Member] | Taxes, Penalties, and Fines [Member] | Taxes, Penalties, and Fines [Member] | Taxes, Penalties, and Fines [Member] | Taxes, Penalties, and Fines [Member] | |
Lumbermens Mutual Casualty Company vs Flow International [Member] | Lumbermens Mutual Casualty Company vs Flow International [Member] | Swedish Tax Authority vs. Avure [Member] | Swedish Tax Authority vs. Avure [Member] | Swedish Tax Authority vs. Avure [Member] | Swedish Tax Authority vs. Avure [Member] | |||||
Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | |||||
USD ($) | USD ($) | SEK | USD ($) | SEK | USD ($) | |||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Operating Charges | $1,392,000 | $0 | $2,995,000 | $0 | ' | ' | ' | ' | ' | ' |
Severance Costs | 0 | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' |
Professional Fees, Investigation into Employee Misconduct and Related Internal Control | 100,000 | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' |
Professional Fees, Evaluation of Strategic Alternatives | 1,300,000 | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' |
Insurance Recoveries | ' | ' | ' | ' | 3,400,000 | 275,000 | ' | ' | ' | ' |
Loss Contingency, Damages Sought | ' | ' | ' | ' | ' | ' | 19,500,000 | ' | ' | ' |
Loss Contingency, Carrying Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 |
Loss Contingency, Settlement Agreement, Consideration | ' | ' | ' | ' | ' | ' | ' | $1,100,000 | 7,500,000 | ' |
Shareholders_Equity_Stock_Opti
Shareholders' Equity Stock Options (Details) (The 2005 Plan [Member], Stock Options [Member], USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Apr. 30, 2013 |
The 2005 Plan [Member] | Stock Options [Member] | ' | ' |
Number of Options | ' | ' |
Outstanding at April 30, 2013 | 375,028 | ' |
Granted | 0 | ' |
Exercised | 0 | ' |
Expired or forfeited | 0 | ' |
Outstanding at October 31, 2013 | 375,028 | 375,028 |
Exercisable as of October 31, 2013 | 375,028 | ' |
Vested and expected to vest as of October 31, 2013 | 375,028 | ' |
Weighted-Average Exercise Price (in dollars per share): | ' | ' |
Outstanding at April 30, 2013 | $10.64 | ' |
Granted | $0 | ' |
Exercised | $0 | ' |
Expired or forfeited | $0 | ' |
Outstanding at October 31, 2013 | $10.64 | $10.64 |
Exercisable as of October 31, 2013 | $10.64 | ' |
Vested and expected to vest as of October 31, 2013 | $10.64 | ' |
Aggregate Intrinsic Value | ' | ' |
Outstanding, Aggregate Intrinsic Value | $0 | $0 |
Exercisable as of October 31, 2013 | 0 | ' |
Vested and expected to vest as of October 31, 2013 | $0 | ' |
Weighted-Average Remaining Contractual Term (Years) | ' | ' |
Outstanding, Weighted-Average Contractual Term (in Years) | '4 years 0 months 27 days | '4 years 6 months 27 days |
Exercisable as of October 31, 2013 | '4 years 0 months 27 days | ' |
Vested and expected to vest as of October 31, 2013 | '4 years 0 months 27 days | ' |
Shareholders_Equity_Service_an
Shareholders' Equity Service and Performance-Based Stock Activity (Details) (USD $) | Sep. 25, 2013 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 |
Waterjet Holdings, Inc. | The 2005 Plan [Member] | The 2005 Plan [Member] | The 2005 Plan [Member] | |
Service and Performance-based Stock Awards [Member] | Service and Performance-based Stock Awards [Member] | Service and Performance-based Stock Awards [Member] | ||
Non-employee Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Value of shares eligible to each non-employee director annually | ' | ' | ' | $40,000 |
Number of Shares: | ' | ' | ' | ' |
Unvested at April 30, 2013 | ' | 1,729,004 | ' | ' |
Granted | ' | 355,000 | ' | ' |
Vested | ' | -703,916 | ' | ' |
Forfeited | ' | -83,847 | ' | ' |
Unvested at October 31, 2013 | ' | 1,296,241 | ' | ' |
Weighted-Average Grant-date Fair Value (in dollars per share): | ' | ' | ' | ' |
Unvested at April 30, 2013 | ' | $3.03 | ' | ' |
Granted | ' | $3.63 | ' | ' |
Vested | ' | $2.82 | ' | ' |
Forfeited | ' | $3.12 | ' | ' |
Unvested at October 31, 2013 | ' | $3.30 | ' | ' |
Share-based compensation expense | ' | 1,100,000 | 1,300,000 | ' |
Unrecognized Compensation Expense | ' | $3,600,000 | ' | ' |
Total Compensation Cost Not yet Recognized, Period for Recognition (in years) | ' | '2 years 4 months | ' | ' |
Percentage of Voting Interests Acquired | 100.00% | ' | ' | ' |
Right to Receive Cash (in dollars per share) | $4.05 | ' | ' | ' |
Basic_and_Diluted_Income_per_S2
Basic and Diluted Income per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' |
Income from Continuing Operations | $2,307 | $2,175 | $1,472 | $4,382 |
Weighted average shares used in computing basic income per share | 48,981 | 48,368 | 48,755 | 48,203 |
Dilutive potential common shares from employee stock options and restricted stock units | 326 | 536 | 363 | 738 |
Weighted average shares used in computing diluted income per share | 49,307 | 48,904 | 49,118 | 48,941 |
Basic income from continuing operations per share | $0.05 | $0.04 | $0.03 | $0.09 |
Diluted income from continuing operations per share | $0.05 | $0.04 | $0.03 | $0.09 |
Basic_and_Diluted_Income_per_S3
Basic and Diluted Income per Share Antidilutive (Details) (Stock Option and Restricted Stock [Member]) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Stock Option and Restricted Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive common shares | 1.2 | 0.4 | 1.2 | 0.9 |
Other_Expense_Net_Details
Other Expense, Net (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Other Income and Expenses [Abstract] | ' | ' | ' | ' |
Realized Foreign Exchange Gains (Losses), net | ($44) | $129 | ($203) | ($240) |
Unrealized Foreign Exchange Gains (Losses), net | 359 | -212 | -973 | -112 |
Other | 23 | -41 | -9 | -37 |
Other Income (Expense), net | $338 | ($124) | ($1,185) | ($389) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Apr. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Income Tax Expense | $1,956,000 | $1,352,000 | $1,835,000 | $2,829,000 | ' |
Valuation Allowance | $7,600,000 | ' | $7,600,000 | ' | $7,600,000 |
Segment_Information_Revenue_an
Segment Information Revenue and Gross Margin, by Reportable Segment (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | $66,313 | $67,038 | $125,317 | $133,273 |
Gross Margin | 25,743 | 25,420 | 47,352 | 50,213 |
Gross Margin Percentage | 39.00% | 38.00% | 38.00% | 38.00% |
Standard Segment [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 57,799 | 63,202 | 108,503 | 125,219 |
Gross Margin | 23,691 | 25,341 | 43,160 | 49,587 |
Gross Margin Percentage | 41.00% | 40.00% | 40.00% | 40.00% |
Advanced Segment [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 8,514 | 3,836 | 16,814 | 8,054 |
Gross Margin | $2,052 | $79 | $4,192 | $626 |
Gross Margin Percentage | 24.00% | 2.00% | 25.00% | 8.00% |