1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended April 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to _________
Commission file number 2-81315
Flow International Corporation Voluntary Pension and Salary Deferral Plan
Flow International Corporation
Post Office Box 97040
Kent, WA 98064-9740
(206) 850-3500
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Flow International Corporation
Voluntary Pension and Salary Deferral Plan
Financial Statements and Supplemental Schedules - Index
December 31, 1994
Page
Report of Independent Accountants 3
Statements of Net Assets Available for Plan Benefits 4
Statement of Changes in Net Assets Available for Plan
Benefits 5
Notes to Financial Statements 6
Supplemental Schedules:
Assets Held for Investment Purposes 11
Reportable Transactions 12
Signatures 13
Consent of Independent Accountants 14
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Report of Independent Accountants
To the Participants and Administrative Committee of the
Flow International Corporation Voluntary Pension and
Salary Deferral Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for plan benefits of the Flow International Corporation Voluntary
Pension and Salary Deferral Plan at December 31, 1994 and 1993, and the
results of its operations and the changes in its net assets available
for plan benefits for the year ended December 31, 1994, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the accompanying supplemental schedules is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
additional information required by ERISA. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/S/ Price Waterhouse LLP
Seattle, Washington
June 14, 1995
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Flow International Corporation
Voluntary Pension and Salary Deferral Plan
Statements of Net Assets Available for Plan Benefits
December 31,
1994 1993
Assets:
Cash and cash equivalents $2,369,058 $2,592,921
Investments at market (Notes 3 and 5)
Large Company Fund 2,350,583 2,096,760
Small Company Fund 2,230,274 1,948,063
International Fund 1,905,711 1,385,511
Bond Fund 806,311 1,055,743
FLOW Fund 467,964 432,959
Loan Fund 185,142 290,714
Contributions receivable 127,367 223,908
Loan receivable 6,184 30,599
Interest and dividends receivable 20,501 14,725
----------------------
10,469,095 10,071,903
Liabilities:
Accrued liabilities (Note 4) 15,690 4,609
----------------------
Net assets available for
plan benefits $10,453,405 $10,067,294
=========================
The accompanying notes are an integral part of these financial statements
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Flow International Corporation
Voluntary Pension and Salary Deferral Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year ended
December 31, 1994
Additions to net assets attributed to:
Investment income:
Unrealized losses, net $ (232,637)
Realized gains, net 46,524
Interest 172,174
Dividends 107,186
---------
93,247
Employer contributions 496,462
Employee contributions 1,039,615
Rollovers from other qualified
retirement plans (Note 2) 131,034
-----------
Total additions 1,760,358
-----------
Deductions from net assets attributed to:
Benefits paid to participants 1,248,194
Forfeitrues and other 126,053
-----------
Total deductions 1,374,247
-----------
Net increase 386,111
Net assets available for plan benefits
Beginning of year 10,067,294
-------------
End of year $10,453,405
=============
The accompanying notes are an integral part of these financial statements
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Flow International Corporation
Voluntary Pension and Salary Deferral Plan
Notes to Financial Statements
December 31, 1994
Note 1 - Description of the Plan:
The Flow International Corporation Voluntary Pension and Salary Deferral Plan
(the "Plan") is a defined contribution plan for the benefit of the
non-bargaining employees of Flow International Corporation (the "Company"),
effective October 1, 1986.
The Plan is administered by the Advisory Committee appointed by the Board of
Directors of the Company. Qualified employees may elect to contribute any
amount between one percent and fifteen percent of their salary. The Company
shall contribute an amount equal to 50% of the first six percent of employee
compensation contributed for employees with less than five years of service
with the Company or 75% of the first six percent of employee compensation
contributed for employees with five years or more of service. Contributions
to the Plan are paid to a trust administered by the Plan trustees under the
terms of a trust agreement. The funds must be used for the exclusive benefit
of Plan participants and their beneficiaries.
Employees are eligible for participation in the Plan upon completion of one
year of service. Employer contributions and earnings thereon vest with
individual participants based upon years of service with the Company;
participants achieve one hundred percent vesting after five years of service
or at a normal retirement age. Unvested employer contributions relating to
terminated participants are forfeited and used to reduce the Company's
future contributions to the Plan. Participants are immediately vested in
their voluntary contributions plus actual earnings thereon. Vested benefits
are payable upon the retirement, death, disability or request at termination
of a participant.
Note 2 - Significant Accounting Policies:
Valuation of investments
The accompanying financial statements have been prepared using the accrual
basis of accounting.
Deposit administration contracts are stated at contract value which
approximates market value. Contract values represent contributions made
under the contracts, plus interest on the contracts, less funds used to
purchase annuities and pay related administrative expenses. Other
investments are stated at the quoted market value.
Cash and cash equivalents on the Statement of Net Assets Available for
Plan Benefits represents cash balances in the Money Market Fund as well
as cash allocated to all other funds except for the Loan Fund.
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Recognition of income and expenses
Administrative expenses are charged to the Plan and are reflected in
these financial statements.
Investment transactions are recorded on the date of the purchase or
sale. Gains or losses are determined based on the fair market value
of investments on the date of a transaction.
Rollovers
The Plan allows transfers from qualified plans. Rollovers or
plan-to-plan transfers are considered a contribution.
Participant loans
Effective September 30, 1992, the Company acquired all the stock in
Spider Staging Corporation ("Spider") which maintained the Spider
Staging Corporation 401(k) Savings Plan (the "Spider Plan") for its
employees. An amendment allowed the Company and Spider to merge the
Spider Plan into the Plan effective January 1, 1993. The Spider Plan
provided loans to participants, which were considered a participant
directed investment of their account. The loan is a trust investment,
but only the borrowing participant's account shall share in the
interest paid on the loan or bear any expense or risk of loss because
of the loan. Participant loans are secured by the vested portion of
each borrower's account. The rate charged on the loan is the prime
rate as of the date of the loan's approval. Effective January 1,
1993, the Plan does not provide for any new loans to participants,
except for those loans in process at that time. Loan disbursements
for the years ended December 31, 1994 and 1993 totaled $0 and $8,500
and loan repayments totaled $101,531 and $140,662 respectively.
Note 3 - Investments:
Plan participants may direct their salary deferral and employer matching
contributions to one or a combination of six investment selections, known
as the FLOW Fund, the International Fund, the Small Company Fund, the
Large Company Fund, the Bond Fund and the Money Market Fund. The FLOW
Fund consists of FLOW International Corporation common stock which is
publicly traded in the NASDAQ National Market. The International Fund
consists of investments in securities of companies located outside the
United States. The Small Company Fund consists of investments in stock
in small to medium size companies that exhibit the potential for a high
rate of earnings growth. The Large Company Fund consists of investments
in large companies that also exhibit the potential for a high rate of
earnings growth. The Bond Fund invests in U.S. Government and Agency
securities, corporate bonds issued by high quality companies and group
annuities (Note 5). Finally, the Money Market Fund consists of
investments in high quality corporate and U.S. Government securities
that have maturities of less than one year. Participants may transfer
balances between funds as well as change the investment allocation up
to 4 times per year, but not more frequently than every ninety days.
Changes in net assets available for plan benefits by investment account
from December 31, 1993 to December 31, 1994 are shown on the following
page.
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Changes in net assets available for plan benefits by investment account
for the year ended December 31, 1994:
Cash Large Small
Equivalents Company Company
Additions to net
assets attributed to:
Investment income
Unrealized gain (loss), net $ ($145,680) $49,254
Realized gain (loss), net 57,170 (34,302)
Interest 63,862 17,500 15,083
Dividends 44,774 17,310
--------------------------------------------
63,862 (26,236) 47,345
Employer contributions 47,395 130,436 136,996
Employee contributions 97,200 267,729 296,955
Rollovers from other
qualified retirement plans 39,058 45,988
--------------------------------------------
Total additions 208,457 410,987 527,284
Participant transfers, net 259,437 (123,583) (184,603)
---------------------------------------------
Loan transactions, net 20,122 25,002 18,536
---------------------------------------------
Deductions from net
assets attributed to:
Benefits paid to participants 619,532 182,536 202,699
Forfeitures and other 14,204 33,832 53,228
---------------------------------------------
Total deductions 633,736 216,368 255,927
---------------------------------------------
Net increase (decrease) (145,720) 96,038 105,290
Net assets available
for plan benefits:
Beginning of year 1,746,728 2,618,547 2,302,968
----------------------------------------------
End of year $1,601,008 $2,714,585 $2,408,258
==============================================
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International Bond FLOW Loan
Fund Fund Fund Fund Total
Additions to net assets
attributed to:
Investment income
Unrealized gain
(loss), net $(83,433) ($7,166) $(45,612) $ $(232,637)
Realized gain
(loss), net 55,366 (25,703) (6,007) 46,524
Interest 918 58,003 395 16,413 172,174
Dividends 45,102 107,186
----------------------------------------------------
17,953 25,134 (51,224) 16,413 93,247
Employer contributions 99,610 50,447 31,548 496,462
Employee contributions 210,968 97,621 69,142 1,039,615
Rollovers from other
qualified retirement
plans 42,282 3,706 131,034
----------------------------------------------------
Total additions 370,813 173,232 53,172 16,413 1,760,358
Participant
transfers, net 137,724 (65,565) (23,410) 0
----------------------------------------------------
Loan transactions, net 16,403 14,248 7,220 (101,531) 0
----------------------------------------------------
Deductions from net
assets
attributed to:
Benefits paid
to participants 99,509 107,425 16,039 20,454 1,248,194
Forfeitures and other 11,224 10,598 2,967 126,053
----------------------------------------------------
Total deductions 110,733 118,023 19,006 20,454 1,374,247
----------------------------------------------------
Net increase (decrease) 414,207 3,892 17,976 (105,572) 386,111
Net assets available
for plan benefits:
Beginning of year 1,520,443 1,123,949 463,945 290,714 10,067,294
----------------------------------------------------
End of year $1,934,650 $1,127,841 $481,921 $185,142 $10,453,405
====================================================
Note 4 - Annual Return of Employee Benefit Plans (Form 5500):
The Form 5500 reports benefits paid to participants of $1,028,695 for the
period ended December 31,1994. The difference between the Plan's
financial statements and the Form 5500 is the result of amounts allocated
to accounts of persons who had elected to withdraw from the Plan prior to
December 31, 1993 but were paid during 1994.
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Note 5 - Deposit Administration Contracts With Insurance Companies:
The Plan has deposit administration contracts with Ameritas Financial
Services and Aetna Life Insurance and Annuity Company
("the Insurance Companies"), which are included in the Bond Fund. As of
December 31, 1994 and 1993 the value of the contracts with the Insurance
Companies were as follows:
Contract value
December 31,
1994 1993
Aetna Life Insurance
and Annuity Company $530,806 $502,021
Ameritas Financial Services 149,269 139,220
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$680,075 $641,241
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Note 6 - Federal Income Taxes:
The Plan has received an updated favorable determination letter from the
Internal Revenue Service dated February 10, 1995 as to the qualified status
of the Plan. The Company is of the opinion that the Plan continues to
fulfill the requirements of a qualified plan under Section 401(a) of the
Internal Revenue Code and that the trust which forms a part of the Plan is
not subject to tax. Accordingly, no provision for federal or state income
taxes has been provided.
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Supplemental Schedules
Flow International Corporation
Voluntary Pension and Salary Deferral Plan
Schedule of Assets Held for Investment
December 31, 1994
Description Shares Cost Fair value
Large Company Fund 170,194 $2,433,470 $2,350,583
Small Company Fund 136,279 2,185,159 2,230,274
International Fund 90,189 1,932,306 1,905,711
The Bond Fund:
Aetna Life Insurance
Group Annuity N/A 530,806 530,806
Ameritas Life Insurance
Group Annuity N/A 149,269 149,269
Other 145,000 141,831 126,236
FLOW Fund 66,852 472,352 467,964
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Flow International Corporation
Voluntary Pension and Salary Deferral Plan
Schedule of Reportable Transactions
For the Year Ended December 31, 1994
Number Number
of of Sales/
purchases sales Purchases maturities
Large Company
Fund 61 29 $1,282,005 $939,780
Small Company
Fund 172 136 1,969,522 1,702,262
International
Fund 35 19 1,216,855 612,974
Cost of Assets Gain/
Sold/matured Loss
Large Company Fund $888,558 $51,222
Small Company Fund 1,736,564 (34,302)
International Fund 613,222 (248)
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Signatures
The Flow International Corporation Voluntary Pension and Salary Deferral
Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
The Flow International Corporation
Voluntary Pension and Salary Deferral Plan
Date: June 26, 1995
By ________________________________
Jan Canon
Plan Advisor Committee Member
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
consituting part of the Registration Statement on Form S-3 (No. 33-57100)
and in the Registration Statement on Form S-8 (No. 33-40397 and No. 33-44776)
of Flow International Corporation of our report dated June 14, 1995 appearing
on page 1 of this Form 11-K.
/S/ Price Waterhouse LLP
Seattle, Washington
June 27, 1995