##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended January 31, 2008
 OR
 o
    
    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 0-12448
 
 FLOW INTERNATIONAL CORPORATION
 
 WASHINGTON
    
    91-1104842(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 23500  64th Avenue South
Kent, Washington 98032
(253) 850-3500
 
 þ o
  Large Accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



FLOW INTERNATIONAL CORPORATION
  PagePart I  FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance Sheets   January 31, 2008 and April 30, 2007
    
    
    3Condensed Consolidated Statements of Income  Three and Nine Months Ended January 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows  Nine Months Ended January 31, 2008 and 2007
    
    
    5Condensed Consolidated Statement of Shareholders Equity and Comprehensive Income  Nine Months
Ended January 31, 2008 and 2007
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28Part II  OTHER INFORMATION
    
    
    29Item 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 3.
Defaults Upon Senior Securities
    
    
    32Item 4. Submission of Matters to a Vote of Security Holders
    
    
    32Item 5.
Other Information
    
    
    32Item 6.
Exhibits
    
    
    32Signatures
    
    
    33EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  2




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##### Table of Contents



FLOW INTERNATIONAL CORPORATION
 
 January 31,
    
    
    April 30,2008
    
    
    2007ASSETS:Current Assets:Cash and Cash Equivalents
    
    $
    20,397
    
    
    $
    38,146Short-term Investments
    
    
    45
    
    
    
    750Receivables, net
    
    
    34,412
    
    
    
    26,618Inventories
    
    
    29,876
    
    
    
    26,635Deferred Income Taxes
    
    
    971
    
    
    
    44Deferred Acquisition Costs
    
    
    7,219
    
    
    
    Other Current Assets
    
    
    6,947
    
    
    
    6,950Total Current Assets
    
    
    99,867
    
    
    
    99,143Property and Equipment, net
    
    
    18,291
    
    
    
    15,479Intangible Assets, net
    
    
    3,902
    
    
    
    3,767Goodwill
    
    
    2,764
    
    
    
    2,764Deferred Income Taxes
    
    
    382
    
    
    
    305Other Assets
    
    
    738
    
    
    
    682$
    125,944
    
    
    $
    122,140LIABILITIES AND SHAREHOLDERS EQUITY:Current Liabilities:Notes Payable
    
    $
    1,054
    
    
    $
    6,366Current Portion of Long-Term Obligations
    
    
    897
    
    
    
    822Accounts Payable
    
    
    14,984
    
    
    
    17,545Accrued Payroll and Related Liabilities
    
    
    9,234
    
    
    
    6,291Taxes Payable and Other Accrued Taxes
    
    
    2,973
    
    
    
    2,066Deferred Income Taxes
    
    
    1,098
    
    
    
    1,627Deferred Revenue
    
    
    6,100
    
    
    
    3,559Customer Deposits
    
    
    6,172
    
    
    
    6,499Other Accrued Liabilities
    
    
    8,245
    
    
    
    12,233Total Current Liabilities
    
    
    50,757
    
    
    
    57,008Long-Term Obligations, net
    
    
    2,177
    
    
    
    2,779Other Long-Term Liabilities
    
    
    1,328
    
    
    
    57354,262
    
    
    
    60,360Commitments and Contingencies (Note 14)Shareholders Equity:Series A 8% Convertible Preferred Stock$.01 par value, 1,000,000 shares authorized, none issued
    
    
    
    
    
    
    Common Stock$.01 par value, 49,000,000 shares authorized, 37,585,741 and 37,268,037 shares
issued and outstanding at January 31, 2008 and April 30, 2007, respectively
    
    
    371
    
    
    
    367Capital in Excess of Par
    
    
    138,605
    
    
    
    139,115Accumulated Deficit
    
    
    (60,721
    )
    
    
    (68,747
    )Accumulated Other Comprehensive Loss:Defined Benefit Plan Obligation, net of income tax of $67 and $67
    
    
    (201
    )
    
    
    (201
    )Cumulative Translation Adjustment, net of income tax of $221 and $0
    
    
    (6,372
    )
    
    
    (8,754
    )Total Shareholders Equity
    
    
    71,682
    
    
    
    61,780$
    125,944
    
    
    $
    122,140
 
 3




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##### Table of Contents



FLOW INTERNATIONAL CORPORATION
 
 Three Months Ended
    
    
    Nine Months EndedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    $
    66,271
    
    
    $
    56,038
    
    
    $
    184,111
    
    
    $
    163,851Cost of Sales
    
    
    38,293
    
    
    
    32,294
    
    
    
    108,098
    
    
    
    93,464Gross Margin
    
    
    27,978
    
    
    
    23,744
    
    
    
    76,013
    
    
    
    70,387Expenses:Sales and Marketing
    
    
    10,569
    
    
    
    9,613
    
    
    
    32,009
    
    
    
    29,774Research and Engineering
    
    
    2,163
    
    
    
    2,419
    
    
    
    6,588
    
    
    
    7,051General and Administrative
    
    
    6,421
    
    
    
    9,267
    
    
    
    26,112
    
    
    
    25,26919,153
    
    
    
    21,299
    
    
    
    64,709
    
    
    
    62,094Operating Income
    
    
    8,825
    
    
    
    2,445
    
    
    
    11,304
    
    
    
    8,293Interest Income
    
    
    169
    
    
    
    241
    
    
    
    610
    
    
    
    622Interest Expense
    
    
    (132
    )
    
    
    (88
    )
    
    
    (309
    )
    
    
    (268
    )Other Income (Expense), Net
    
    
    (423
    )
    
    
    846
    
    
    
    (690
    )
    
    
    1,871Income Before Provision for Income Taxes
    
    
    8,439
    
    
    
    3,444
    
    
    
    10,915
    
    
    
    10,518Provision for Income Taxes
    
    
    (2,542
    )
    
    
    (1,415
    )
    
    
    (2,346
    )
    
    
    (2,979
    )Income From Continuing Operations
    
    
    5,897
    
    
    
    2,029
    
    
    
    8,569
    
    
    
    7,539Loss on Sale of Discontinued Operations, Net of Income Tax of $0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (726
    )Net Income
    
    $
    5,897
    
    
    $
    2,029
    
    
    $
    8,569
    
    
    $
    6,813Basic Income Per Share:Income From Continuing Operations
    
    $
    0.16
    
    
    $
    0.05
    
    
    $
    0.23
    
    
    $
    0.20Loss From Discontinued Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.02
    )Net Income
    
    $
    0.16
    
    
    $
    0.05
    
    
    $
    0.23
    
    
    $
    0.18Diluted Income Per Share:Income From Continuing Operations
    
    $
    0.16
    
    
    $
    0.05
    
    
    $
    0.23
    
    
    $
    0.20Loss From Discontinued Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.02
    )Net Income
    
    $
    0.16
    
    
    $
    0.05
    
    
    $
    0.23
    
    
    $
    0.18Weighted Average Shares Used in Computing Basic and Diluted
Income (Loss) Per Share:Basic
    
    
    37,471
    
    
    
    37,238
    
    
    
    37,366
    
    
    
    37,169Diluted
    
    
    37,652
    
    
    
    37,797
    
    
    
    37,572
    
    
    
    37,882
 
 4




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##### Table of Contents



FLOW INTERNATIONAL CORPORATION
 
 Nine Months EndedJanuary 31,2008
    
    
    2007Cash Flows from Operating Activities:Net Income
    
    $
    8,569
    
    
    $
    6,813Noncash Charges (Credits) to Income:Depreciation and Amortization
    
    
    2,636
    
    
    
    2,196Unrealized Foreign Currency (Gains), net (Note 6)
    
    
    (85
    )
    
    
    (2,042
    )Incentive Stock Compensation Expense (Note 4)
    
    
    675
    
    
    
    1,904Repurchase of Warrants (Note 15)
    
    
    629
    
    
    
    Loss on Sale of Discontinued Operations
    
    
    
    
    
    
    726Deferred Income Taxes
    
    
    (673
    )
    
    
    523Charges for Impairment of Inventory
    
    
    1,151
    
    
    
    260Other
    
    
    1,144
    
    
    
    154Decrease (Increase) in Working Capital:Receivables
    
    
    (7,160
    )
    
    
    7,505Inventories
    
    
    (3,499
    )
    
    
    (3,854
    )Prepaid Expenses
    
    
    1,206
    
    
    
    835Other Operating Assets
    
    
    (706
    )
    
    
    (127
    )Accounts Payable
    
    
    (3,301
    )
    
    
    (4,783
    )Deferred Revenue
    
    
    2,401
    
    
    
    (3,644
    )Customer Deposits
    
    
    (647
    )
    
    
    (351
    )Other Operating Liabilities
    
    
    (2,402
    )
    
    
    (1,272
    )Cash Provided by (Used in) Operating Activities
    
    
    (62
    )
    
    
    4,843Cash Flows From Investing Activities:Expenditures for Property and Equipment and Intangible Assets
    
    
    (4,733
    )
    
    
    (4,447
    )Proceeds from Sale of Short-term Investments
    
    
    639
    
    
    
    Proceeds from Sale of Property and Equipment
    
    
    247
    
    
    
    Payments for Pending Omax Acquisition
    
    
    (6,430
    )
    
    
    Proceeds from Sale of Avure Business
    
    
    
    
    
    
    990Settlement on Sale of Avure Business
    
    
    
    
    
    
    (1,026
    )Cash Used in Investing Activities
    
    
    (10,277
    )
    
    
    (4,483
    )Cash Flows from Financing Activities:Repayments Under Notes Payable
    
    
    (5,892
    )
    
    
    (1,225
    )Borrowings Under Notes Payable
    
    
    460
    
    
    
    Payments of Long-Term Obligations
    
    
    (625
    )
    
    
    (913
    )Proceeds from Exercise of Stock Options
    
    
    1,198
    
    
    
    2,514Payment for Warrant Repurchase
    
    
    (3,010
    )
    
    
    Cash Provided by (Used in) Financing Activities
    
    
    (7,869
    )
    
    
    376Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents
    
    
    459
    
    
    
    484Decrease (Increase) in Cash And Cash Equivalents
    
    
    (17,749
    )
    
    
    1,220Cash and Cash Equivalents at Beginning of Period
    
    
    38,146
    
    
    
    36,186Cash and Cash Equivalents at End of Period
    
    $
    20,397
    
    
    $
    37,406Supplemental Disclosures of Noncash Investing and Financing ActivitiesOperating Assets transferred to Property and Equipment
    
    $
    298
    
    
    $
    Accounts Payable incurred to acquire Property and Equipment, and Intangible Assets
    
    
    357
    
    
    
    1,180Accounts Payable incurred for pending acquisition of Omax (Note 16)
    
    
    789
    
    
    
    Non-monetary exchange of assets
    
    
    
    
    
    
    250Issuance of compensatory common stock on executive incentive compensation plan
    
    
    
    
    
    
    884
 
 5




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##### Table of Contents



FLOW INTERNATIONAL CORPORATION
 
 AccumulatedCommon Stock
    
    
    Capital
    
    
    
    
    
    
    Other
    
    
    TotalPar
    
    
    In Excess
    
    
    Accumulated
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Value
    
    
    of Par
    
    
    Deficit
    
    
    Loss
    
    
    EquityBalances, April 30, 2007
    
    
    37,268
    
    
    $
    367
    
    
    $
    139,115
    
    
    $
    (68,747
    )
    
    $
    (8,955
    )
    
    $
    61,780Components of Comprehensive
Income:Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,569
    
    
    
    
    
    
    
    8,569Cumulative Translation
Adjustment, Net of Income Tax
of $288
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,382
    
    
    
    2,382Total Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,951Cumulative effect upon adoption
of FIN 48 (Note 7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (543
    )
    
    
    
    
    
    
    (543
    )Exercise of Options
    
    
    252
    
    
    
    3
    
    
    
    1,195
    
    
    
    
    
    
    
    
    
    
    
    1,198Repurchase of Warrants (Note 15)
    
    
    
    
    
    
    
    
    
    
    (2,380
    )
    
    
    
    
    
    
    
    
    
    
    (2,380
    )Stock Compensation
    
    
    66
    
    
    
    1
    
    
    
    675
    
    
    
    
    
    
    
    
    
    
    
    676Balances, January 31, 2008
    
    
    37,586
    
    
    $
    371
    
    
    $
    138,605
    
    
    $
    (60,721
    )
    
    $
    (6,573
    )
    
    $
    71,682Balances, April 30, 2006
    
    
    36,943
    
    
    $
    364
    
    
    $
    137,192
    
    
    $
    (72,417
    )
    
    $
    (7,999
    )
    
    $
    57,140Cumulative effect of the
adoption of FAS 123R
    
    
    
    
    
    
    
    
    
    
    (313
    )
    
    
    
    
    
    
    
    
    
    
    (313
    )Components of Comprehensive
Income:Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,813
    
    
    
    
    
    
    
    6,813Reclassification Adjustment
for Settlement of Cash Flow
Hedges, net of income tax of
$0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    273
    
    
    
    273Cumulative Translation
Adjustment, Net of Income Tax
of $0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,875
    )
    
    
    (1,875
    )Total Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,211Exercise of Options
    
    
    152
    
    
    
    2
    
    
    
    1,425
    
    
    
    
    
    
    
    
    
    
    
    1,427Stock Compensation
    
    
    151
    
    
    
    1
    
    
    
    2,237
    
    
    
    
    
    
    
    
    
    
    
    2,238Balances, January 31, 2007
    
    
    37,246
    
    
    $
    367
    
    
    $
    140,541
    
    
    $
    (65,604
    )
    
    $
    (9,601
    )
    
    $
    65,703
 
 6




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##### Table of Contents



FLOW INTERNATIONAL CORPORATION
 
 Note 1  Basis of Presentation
  Note 2  Recently Issued Accounting Pronouncements
     7




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##### Table of Contents



Note 3  Segment Information
    North
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Inter-America
    
    
    Asia
    
    
    International
    
    
    
    
    
    
    segmentWaterjet
    
    
    Waterjet
    
    
    Waterjet
    
    
    Applications
    
    
    Eliminations
    
    
    TotalThree Months Ended January 31, 2008External sales
    
    $
    33,125
    
    
    $
    9,821
    
    
    $
    17,548
    
    
    $
    5,777
    
    
    $
    
    
    
    $
    66,271Inter-segment sales
    
    
    18,797
    
    
    
    231
    
    
    
    1,064
    
    
    
    113
    
    
    
    (20,205
    )
    
    
    Gross margin **
    
    
    17,576
    
    
    
    4,673
    
    
    
    6,018
    
    
    
    1,123
    
    
    
    (1,412
    )
    
    
    27,978Operating income (loss) *
    
    
    3,789
    
    
    
    2,324
    
    
    
    1,630
    
    
    
    (330
    )
    
    
    1,412
    
    
    
    8,825Nine Months Ended January 31, 2008External sales
    
    $
    96,459
    
    
    $
    22,569
    
    
    $
    48,941
    
    
    $
    16,142
    
    
    $
    
    
    
    $
    184,111Inter-segment sales
    
    
    50,285
    
    
    
    1,085
    
    
    
    2,784
    
    
    
    710
    
    
    
    (54,864
    )
    
    
    Gross margin **
    
    
    45,554
    
    
    
    10,499
    
    
    
    19,573
    
    
    
    2,397
    
    
    
    (2,010
    )
    
    
    76,013Operating income (loss) *
    
    
    1,852
    
    
    
    2,920
    
    
    
    6,394
    
    
    
    (1,872
    )
    
    
    2,010
    
    
    
    11,304Three Months Ended January 31, 2007External sales
    
    $
    28,439
    
    
    $
    9,756
    
    
    $
    13,110
    
    
    $
    4,733
    
    
    $
    
    
    
    $
    56,038Inter-segment sales
    
    
    6,998
    
    
    
    365
    
    
    
    32
    
    
    
    178
    
    
    
    (7,573
    )
    
    
    Gross margin
    
    
    12,378
    
    
    
    5,390
    
    
    
    5,021
    
    
    
    958
    
    
    
    (3
    )
    
    
    23,744Operating income (loss) *
    
    
    (1,193
    )
    
    
    2,164
    
    
    
    1,437
    
    
    
    40
    
    
    
    (3
    )
    
    
    2,445Nine Months Ended January 31, 2007External sales
    
    $
    90,027
    
    
    $
    25,245
    
    
    $
    35,694
    
    
    $
    12,885
    
    
    $
    
    
    
    $
    163,851Inter-segment sales
    
    
    18,367
    
    
    
    1,009
    
    
    
    105
    
    
    
    364
    
    
    
    (19,845
    )
    
    
    Gross margin
    
    
    40,510
    
    
    
    14,328
    
    
    
    13,817
    
    
    
    1,937
    
    
    
    (205
    )
    
    
    70,387Operating income (loss) *
    
    
    2,381
    
    
    
    4,558
    
    
    
    2,735
    
    
    
    (1,176
    )
    
    
    (205
    )
    
    
    8,293
 
 *
    
    The three and nine months ended January 31, 2008 include the
allocation of corporate management fees in total of $981,000 and $3.3
million, respectively from North America Waterjet to the Companys
other operating segments which is part of the reports evaluated by the
chief operating decision maker. Prior periods have been recast to
reflect this methodology.**
    
    Effective August 1, 2007, the Company updated its intercompany
transfer pricing policy. The intercompany transfer pricing changes
have no effect on our consolidated operating results. 8




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Operating income for reportable segments
    
    $
    8,825
    
    
    $
    2,445
    
    
    $
    11,304
    
    
    $
    8,293Interest income
    
    
    169
    
    
    
    241
    
    
    
    610
    
    
    
    622Interest expense
    
    
    (132
    )
    
    
    (88
    )
    
    
    (309
    )
    
    
    (268
    )Other income (Expense), net
    
    
    (423
    )
    
    
    846
    
    
    
    (690
    )
    
    
    1,871Income before provision for income taxes
    
    $
    8,439
    
    
    $
    3,444
    
    
    $
    10,915
    
    
    $
    10,518
 Note 4Stock-Based Compensation Plans
   Stock Options
  9




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##### Table of Contents



Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    Aggregate
    
    
    AverageNumber of
    
    
    Exercise
    
    
    Intrinsic
    
    
    RemainingOptions
    
    
    Price
    
    
    Value
    
    
    Contractual Term (Years)Outstanding at April 30, 2007
    
    
    1,063,404
    
    
    $
    8.99
    
    
    $
    2,819,601
    
    
    
    3.61Granted during the period
    
    
    200,000
    
    
    
    11.40Exercised during the period
    
    
    (252,054
    )
    
    
    4.75Expired or forfeited during the period
    
    
    (205,650
    )
    
    
    10.22Outstanding at January 31, 2008
    
    
    805,700
    
    
    $
    10.52
    
    
    $
    85,713
    
    
    
    4.07Exercisable at January 31, 2008
    
    
    605,700
    
    
    $
    10.23
    
    
    $
    85,713
    
    
    
    2.29Vested or expected to vest at January 31, 2008
    
    
    605,700
    
    
    
    10.23
    
    
    
    85,713
    
    
    
    2.29
 Nine Months Ended January 31,2008
    
    
    2007Total intrinsic value of options exercised
    
    $
    1,262
    
    
    $
    677Total fair value of options vested
    
    $
    
    
    
    $
    83Cash received from exercise of share options
    
    $
    1,198
    
    
    $
    1,427Tax benefit realized from stock options exercised
    
    $
    
    
    
    $
    
  Nine Months Ended January 31,2008
    
    
    2007Options granted
    
    
    200,000
    
    
    
    21,250Weighted average grant-date fair value of stock options granted
    
    $
    6.90
    
    
    $
    4.76Assumptions:Weighted average expected volatility
    
    
    62.02
    %
    
    
    61.86
    %Risk-free interest rate
    
    
    4.98
    %
    
    
    4.97
    %Weighted average expected term (in years)
    
    
    6
    
    
    
    2Expected dividend yield
    
    
    
    
    
    
    
   Service-Based Stock Awards
  10




---



##### Table of Contents



Nine Months Ended January 31, 2008Weighted-AverageNumber of
    
    
    Grant-date FairShares
    
    
    ValueNonvested at April 30, 2007
    
    
    72,533
    
    
    $
    9.33Granted during the period
    
    
    21,700
    
    
    
    11.41Forfeited during the period
    
    
    (5,600
    )
    
    
    12.99Vested during the period
    
    
    (34,513
    )
    
    
    7.58Nonvested at January 31, 2008
    
    
    54,120
    
    
    $
    10.74
  11




---



##### Table of Contents



Performance-Based Stock Awards
   Nine Months ended January 31, 2008Weighted-AverageNumber of
    
    
    Grant-date FairShares
    
    
    ValueNonvested at April 30, 2007
    
    
    181,500
    
    
    $
    10.71Granted during the period
    
    
    
    
    
    
    Forfeited during the period
    
    
    (38,000
    )
    
    
    10.51Vested during the period
    
    
    
    
    
    
    Nonvested at January 31, 2008
    
    
    143,500
    
    
    $
    10.76
   Note 5  Restructuring
   North
    
    
    OtherAmerica Waterjet
    
    
    International Waterjet
    
    
    Applications
    
    
    ConsolidatedBalance, April 30, 2007
    
    $
    31
    
    
    $
    136
    
    
    $
    320
    
    
    $
    487Cash payments
    
    
    (31
    )
    
    
    (26
    )
    
    
    (320
    )
    
    
    (377
    )Other
    
    
    
    
    
    
    51
    
    
    
    
    
    
    
    51Balance, January 31, 2008
    
    $
    
    
    
    $
    161
    
    
    $
    
    
    
    $
    161
 12




---



##### Table of Contents



Note 6Other Income (Expense), Net
   Three Months
    
    
    Nine MonthsEnded January 31,
    
    
    Ended January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Realized Foreign Exchange Gains (Losses), Net
    
    $
    369
    
    
    $
    370
    
    
    $
    (111
    )
    
    $
    27Unrealized Foreign Exchange Gains (Losses), Net
    
    
    (818
    )
    
    
    352
    
    
    
    85
    
    
    
    2,042Premium on Repurchase of Warrants
    
    
    
    
    
    
    
    
    
    
    (629
    )
    
    
    Hedging Costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (206
    )Other
    
    
    26
    
    
    
    124
    
    
    
    (35
    )
    
    
    8$
    (423
    )
    
    $
    846
    
    
    $
    (690
    )
    
    $
    1,871
   Note 7  Income Taxes
    13




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##### Table of Contents



,
  Note 8Discontinued Operations
     Note 9Basic and Diluted Income per Share
  14




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Income from continuing operations
    
    $
    5,897
    
    
    $
    2,029
    
    
    $
    8,569
    
    
    $
    7,539Denominator:Denominator for basic income (loss) per shareweighted
average shares outstanding
    
    
    37,471
    
    
    
    37,238
    
    
    
    37,366
    
    
    
    37,169Dilutive potential common shares from employee stock options
    
    
    127
    
    
    
    219
    
    
    
    152
    
    
    
    355Dilutive potential common shares from warrants
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    274Dilutive potential common shares from service and
performance based stock awards
    
    
    54
    
    
    
    84
    
    
    
    54
    
    
    
    84Denominator for diluted incomeweighted average shares
outstanding and assumed conversions
    
    
    37,652
    
    
    
    37,797
    
    
    
    37,572
    
    
    
    37,882Basic income from continuing operations per share
    
    $
    0.16
    
    
    $
    0.05
    
    
    $
    0.23
    
    
    $
    0.20Diluted income from continuing operations per share
    
    $
    0.16
    
    
    $
    0.05
    
    
    $
    0.23
    
    
    $
    0.20
  Note 10  Receivables, Net
  January 31, 2008
    
    
    April 30, 2007Trade Accounts Receivable
    
    $
    35,900
    
    
    $
    27,573Unbilled Revenues
    
    
    2,484
    
    
    
    1,92938,384
    
    
    
    29,502Less: Allowance for Doubtful Accounts
    
    
    (3,972
    )
    
    
    (2,884
    )$
    34,412
    
    
    $
    26,618
 Note 11  Inventories
  January 31, 2008
    
    
    April 30, 2007Raw Materials and Parts
    
    $
    19,367
    
    
    $
    15,610Work in Process
    
    
    3,259
    
    
    
    2,765Finished Goods
    
    
    7,250
    
    
    
    8,260$
    29,876
    
    
    $
    26,635
 Note 12  Warranty Obligations
  15




---



##### Table of Contents



Accrued warranty balance as of April 30, 2007
    
    $
    2,405Accruals for warranties
    
    
    2,566Warranty costs incurred
    
    
    (2,007
    )Accrued warranty balance as of January 31, 2008
    
    $
    2,964
 Note 13  Long-Term Obligations and Notes Payable
  January 31, 2008
    
    
    April 30, 2007Long-term loan
    
    $
    2,749
    
    
    $
    3,422Capital lease obligations
    
    
    325
    
    
    
    1793,074
    
    
    
    3,601Less current maturities
    
    
    (897
    )
    
    
    (822
    )Long-term obligations
    
    $
    2,177
    
    
    $
    2,779
    January 31, 2008
    
    
    April 30, 2007Revolving credit facilities
    
    $
    1,054
    
    
    $
    6,366
  Amendment to Credit Agreement
  Note 14  Commitments and Contingencies
  16




---



##### Table of Contents



Omax
Corporation v. Flow International Corporation
   Other Legal Proceedings
 Other Commitments
   17




---



##### Table of Contents



Note 15Warrant Repurchase
   Note 16  Pending Omax Acquisition
     
    
    At Closing, $66 million plus the funds in the Option Escrow to be paid in cash, minus
amounts to be paid by the Company at Closing in satisfaction of certain litigation fees of
Omax, if any, and less amounts to be placed into an employee retention pool, described
below;
    
    At Closing, 3.75 million shares of Company common stock, or if the Closing Share Price
(defined as the average daily closing price of the Company common stock during the ten
trading day period prior to Closing) is less than $9.00, such greater number as is necessary
so that the total value of the shares delivered is $33.75 million (the Company may pay cash
for any additional shares otherwise payable pursuant this paragraph, based on the number of
additional shares in excess of 3,750,000 which would otherwise be payable times the Closing
Share Price); and
    
    Two years after Closing, up to 1,733,334 additional shares of common stock based on the
Average Share Price (defined as the average closing price for the six months ending twenty
four months after Closing). Shares will be paid on a straight line interpolation, with no shares being delivered if the Average Share Price is $13 or less, and 1,733,334 shares being
delivered if the Average Share Price is $15 or more; provided that if the Closing Share Price is less than $9.00, the $13 and $15 prices will be reduced by the difference between
$9.00 and the Closing Share Price. The Company may elect to pay the
 18




---



##### Table of Contents



consideration required in this paragraph in cash based upon the Average Share Price times the
number of shares which would otherwise be issued.
 
    
    The cash consideration at Closing is subject to adjustment based on Omax Net Working
Capital at Closing. The consideration will be adjusted upward or downward on a
dollar-for-dollar basis if the Net Working Capital is below $7 million or above $9 million.
 Omax Corporation v Flow International
Corporation
  
    
    provide for two separate indemnification escrows in an aggregate amount of $13.2 million
to be funded at Closing from the cash consideration. $7 million will be subject to a General
Escrow that will end July 31, 2009, to indemnify the Company for losses from breaches of
representations and warranties to the extent that such breach or breaches, individually or
in the aggregate, result in claims in excess of $1,000,000. $6.2 million will be subject to
a Special Escrow that will end two years after Closing, to indemnify the Company for losses
with respect to certain potential liabilities identified during the course of due diligence.
The amount to be placed in the Special Escrow is subject to reduction under conditions to be
specified in the Definitive Agreements. The General and Special Escrows will be funded
proportionally from the cash payments (including the funds in the Option Escrow) and the shares of common stock delivered at Closing;
    
    provide that at Closing the Company will place into escrow a portion of the cash
consideration as a retention pool for key Omax employees that will provide such employees
the equivalent of three months salary, to be allocated upon the six month anniversary of
Closing;
    
    include mutually acceptable executive officer agreements for Drs. John B. Cheung, John H.
Olsen and Mr. James M. OConnor to become executives of the Company and provide that as soon
as is commercially reasonable following Closing, the Company will expand its Board of
Directors and elect Dr. Cheung to the vacancy thereby created; and
    
    provide that Omax stock options that are currently outstanding and unvested shall vest
immediately prior to Closing and shall be exercised or terminated at Closing, or otherwise
treated in a manner mutually acceptable to the parties.
    19




---



##### Table of Contents



20




---



##### Table of Contents



FLOW INTERNATIONAL CORPORATION
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 SAFE HARBOR STATEMENT:
 Statements made in this quarterly report on Form 10-Q that are not historical facts are
forward-looking statements that involve risks and uncertainties. Forward-looking statements
typically are identified by the use of such terms as may, will, expect, believe,
anticipate, estimate, plan and similar words, although some forward-looking statements are
expressed differently. You should be aware that our actual results could differ materially from
those contained in any forward-looking statement due to a number of factors, which include, but are
not limited to the following: the special risk factors and uncertainties set forth in Part I, Item
1A of our Annual Report on Form 10-K for the year ended April 30, 2007; our expectation of improved
Aerospace revenue levels because of increased orders for large systems; our expectation of improved
operating leverage in future quarters as a result of initiatives streamline the organizational
structure of our Company; our expectation that the extended credit line will provide us with
liquidity that could be used to make acquisitions, fund the repurchase of shares, or pay dividends;
our belief that the financial covenants in our credit facilities are achievable based on current
financial forecasts and our belief that our existing cash, cash from operations, and credit
facilities at January 31, 2008 are adequate to fund our operations for the next twelve months; our
plan to continue capital spending on information technology and facilities and our expectation that
the necessary funds will be generated internally; our intent to contest Omaxs allegations and our
belief that we could continue to spend considerable amounts on this contest; our belief that
waterjets are experiencing growing acceptance in the marketplace because of their flexibility and
superior machine performance; our continuing to invest in marketing to build market awareness for
our products and continuing to add new direct sales and technical services staff to service new and
existing customers leads us to expect that these investments along with the increasing adoption of
waterjet technology to drive revenue growth over the next few years our continuing to invest in
marketing and new direct sales and technical services staff adding new personnel to service
potential and existing customers along with the increasing adoption of waterjet technology to drive
revenue growth over the next few years; our belief that the improvements made in the Asia Waterjet
management team will return the segment to growth; our plan to continue to repatriate earnings in
the future; our belief that for matters other than Omax, Crucible Metals, and Collins and Aikman,
these pending legal proceedings will not have a material adverse effect on our consolidated
financial position, results of operations or cash flows; our expectation that unrecognized tax
benefits will not change significantly within the next twelve months.
 Additional information on these and other factors that could affect our financial results is set
forth below. Finally, there may be other factors not mentioned above or included in our SEC filings
that may cause our actual results to differ materially from those in any forward-looking statement.
You should not place undue reliance on these forward-looking statements. We assume no obligation to
update any forward-looking statements as a result of new information, future events or
developments, except as required by federal securities laws.
 Results of Operations
 (Tabular amounts in thousands)
 Sales
 Three Months Ended January 31,
    
    
    Nine Months Ended January 31,2008
    
    
    2007
    
    
    Difference
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Difference
    
    
    %SalesNorth America
Waterjet
    
    $
    33,125
    
    
    $
    28,439
    
    
    $
    4,686
    
    
    
    17
    %
    
    $
    96,459
    
    
    $
    90,027
    
    
    $
    6,432
    
    
    
    7
    %Asia Waterjet
    
    
    9,821
    
    
    
    9,756
    
    
    
    65
    
    
    
    1
    %
    
    
    22,569
    
    
    
    25,245
    
    
    
    (2,676
    )
    
    
    (11
    )%Other
International
Waterjet
    
    
    17,548
    
    
    
    13,110
    
    
    
    4,438
    
    
    
    34
    %
    
    
    48,941
    
    
    
    35,694
    
    
    
    13,247
    
    
    
    37
    %Applications
    
    
    5,777
    
    
    
    4,733
    
    
    
    1,044
    
    
    
    22
    %
    
    
    16,142
    
    
    
    12,885
    
    
    
    3,257
    
    
    
    25
    %Total
    
    $
    66,271
    
    
    $
    56,038
    
    
    $
    10,233
    
    
    
    18
    %
    
    $
    184,111
    
    
    $
    163,851
    
    
    $
    20,260
    
    
    
    12
    %
  21




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##### Table of Contents



Systems vs. Spares.
 Three Months Ended January 31,
    
    
    Nine Months Ended January 31,2008
    
    
    2007
    
    
    Difference
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Difference
    
    
    %SalesSystems
    
    $
    49,111
    
    
    $
    41,938
    
    
    $
    7,173
    
    
    
    17
    %
    
    $
    134,180
    
    
    $
    120,986
    
    
    $
    13,194
    
    
    
    11
    %Consumable parts
    
    
    17,160
    
    
    
    14,100
    
    
    
    3,060
    
    
    
    22
    %
    
    
    49,931
    
    
    
    42,865
    
    
    
    7,066
    
    
    
    17
    %Total
    
    $
    66,271
    
    
    $
    56,038
    
    
    $
    10,233
    
    
    
    18
    %
    
    $
    184,111
    
    
    $
    163,851
    
    
    $
    20,260
    
    
    
    12
    %
  Gross Margins.
 Three Months Ended January 31,
    
    
    Nine Months Ended January 31,2008
    
    
    2007
    
    
    Difference
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Difference
    
    
    %Gross MarginNorth America Waterjet
    
    $
    16,164
    
    
    $
    12,375
    
    
    $
    3,789
    
    
    
    31
    %
    
    $
    43,544
    
    
    $
    40,305
    
    
    $
    3,239
    
    
    
    8
    %Asia Waterjet
    
    
    4,673
    
    
    
    5,390
    
    
    
    (717
    )
    
    
    (13
    )%
    
    
    10,499
    
    
    
    14,328
    
    
    
    (3,829
    )
    
    
    (27
    )%Other International Waterjet
    
    
    6,018
    
    
    
    5,021
    
    
    
    997
    
    
    
    20
    %
    
    
    19,573
    
    
    
    13,817
    
    
    
    5,756
    
    
    
    42
    %Applications
    
    
    1,123
    
    
    
    958
    
    
    
    165
    
    
    
    17
    %
    
    
    2,397
    
    
    
    1,937
    
    
    
    460
    
    
    
    24
    %Total
    
    $
    27,978
    
    
    $
    23,744
    
    
    $
    4,234
    
    
    
    18
    %
    
    $
    76,013
    
    
    $
    70,387
    
    
    $
    5,626
    
    
    
    8
    %
 22




---



##### Table of Contents



Three Months Ended January 31,
    
    Nine Months Ended January 31,2008
    
    2007
    
    2008
    
    2007Gross Margin PercentageNorth America Waterjet
    
    
    49
    %
    
    
    44
    %
    
    
    45
    %
    
    
    45
    %Asia Waterjet
    
    
    48
    %
    
    
    55
    %
    
    
    47
    %
    
    
    57
    %Other International Waterjet
    
    
    34
    %
    
    
    38
    %
    
    
    40
    %
    
    
    39
    %Applications
    
    
    19
    %
    
    
    20
    %
    
    
    15
    %
    
    
    15
    %Total
    
    
    42
    %
    
    
    42
    %
    
    
    41
    %
    
    
    43
    %
  Sales and Marketing Expenses.
 Three Months Ended January 31,
    
    
    Nine Months Ended January 31,2008
    
    
    2007
    
    
    Difference
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Difference
    
    
    %Sales and MarketingNorth America Waterjet
    
    $
    5,325
    
    
    $
    5,600
    
    
    $
    (275
    )
    
    
    (5
    )%
    
    $
    16,766
    
    
    $
    16,791
    
    
    $
    (25
    )
    
    NMAsia Waterjet
    
    
    1,243
    
    
    
    1,068
    
    
    
    175
    
    
    
    15
    %
    
    
    3,603
    
    
    
    3,578
    
    
    
    25
    
    
    
    1
    %Other International Waterjet
    
    
    3,200
    
    
    
    2,550
    
    
    
    650
    
    
    
    25
    %
    
    
    9,550
    
    
    
    7,984
    
    
    
    1,566
    
    
    
    20
    %Applications
    
    
    801
    
    
    
    395
    
    
    
    406
    
    
    
    103
    %
    
    
    2,090
    
    
    
    1,421
    
    
    
    669
    
    
    
    47
    %Total
    
    $
    10,569
    
    
    $
    9,613
    
    
    $
    956
    
    
    
    10
    %
    
    $
    32,009
    
    
    $
    29,774
    
    
    $
    2,235
    
    
    
    8
    %
  Research and Engineering Expenses.
 Three Months Ended January 31,
    
    
    Nine Months Ended January 31,2008
    
    
    2007
    
    
    Difference
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Difference
    
    
    %Research and EngineeringNorth America Waterjet
    
    $
    1,928
    
    
    $
    2,118
    
    
    $
    (190
    )
    
    
    (9
    )%
    
    $
    5,692
    
    
    $
    6,001
    
    
    $
    (309
    )
    
    
    (5
    )%Asia Waterjet
    
    
    91
    
    
    
    132
    
    
    
    (41
    )
    
    
    (31
    )%
    
    
    335
    
    
    
    546
    
    
    
    (211
    )
    
    
    (39
    )%Other International Waterjet
    
    
    86
    
    
    
    120
    
    
    
    (34
    )
    
    
    (28
    )%
    
    
    328
    
    
    
    330
    
    
    
    (2
    )
    
    
    (1
    )%Applications
    
    
    58
    
    
    
    49
    
    
    
    9
    
    
    
    18
    %
    
    
    233
    
    
    
    174
    
    
    
    59
    
    
    
    34
    %Total
    
    $
    2,163
    
    
    $
    2,419
    
    
    $
    (256
    )
    
    
    (11
    )%
    
    $
    6,588
    
    
    $
    7,051
    
    
    $
    (463
    )
    
    
    (7
    )%
  23




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##### Table of Contents



TM
 General and Administrative Expenses.
 Three Months Ended January 31,
    
    
    Nine Months Ended January 31,2008
    
    
    2007
    
    
    Difference
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Difference
    
    
    %General and
AdministrativeNorth America
Waterjet
    
    $
    4,184
    
    
    $
    5,852
    
    
    $
    (1,668
    )
    
    
    (29
    )%
    
    $
    17,698
    
    
    $
    15,337
    
    
    $
    2,361
    
    
    
    15
    %Asia Waterjet
    
    
    540
    
    
    
    2,026
    
    
    
    (1,486
    )
    
    
    (73
    )%
    
    
    3,166
    
    
    
    5,646
    
    
    
    (2,480
    )
    
    
    (44
    )%Other
International
Waterjet
    
    
    1,103
    
    
    
    914
    
    
    
    189
    
    
    
    21
    %
    
    
    3,302
    
    
    
    2,768
    
    
    
    534
    
    
    
    19
    %Applications
    
    
    594
    
    
    
    475
    
    
    
    119
    
    
    
    25
    %
    
    
    1,946
    
    
    
    1,518
    
    
    
    428
    
    
    
    28
    %Total
    
    $
    6,421
    
    
    $
    9,267
    
    
    $
    (2,845
    )
    
    
    (31
    )%
    
    $
    26,112
    
    
    $
    25,269
    
    
    $
    843
    
    
    
    3
    %
       24




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##### Table of Contents



Operating Income (Loss).
 Three Months Ended January 31,
    
    
    Nine Months Ended January 31,2008
    
    
    2007
    
    
    Difference
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Difference
    
    
    %Operating IncomeNorth America
Waterjet
    
    $
    5,202
    
    
    $
    (1,195
    )
    
    $
    6,397
    
    
    NM
    
    
    $
    3,864
    
    
    $
    2,176
    
    
    $
    1,688
    
    
    
    78
    %Asia Waterjet
    
    
    2,324
    
    
    
    2,164
    
    
    
    160
    
    
    
    7
    %
    
    
    2,920
    
    
    
    4,558
    
    
    
    (1,638
    )
    
    
    (36
    )%Other
International
Waterjet
    
    
    1,629
    
    
    
    1,437
    
    
    
    192
    
    
    
    13
    %
    
    
    6,393
    
    
    
    2,735
    
    
    
    3,658
    
    
    
    134
    %Applications
    
    
    (330
    )
    
    
    39
    
    
    
    (369
    )
    
    NM
    
    
    
    (1,873
    )
    
    
    (1,176
    )
    
    
    (697
    )
    
    
    (59
    )%Total
    
    $
    8,825
    
    
    $
    2,445
    
    
    $
    6,380
    
    
    
    261
    %
    
    $
    11,304
    
    
    $
    8,293
    
    
    $
    3,011
    
    
    
    36
    %
 
 NM
    
    = Not Meaningful  Interest Income, Interest Expense and Other Income (Expense), Net.
  Three Months
    
    
    Nine MonthsEnded January 31,
    
    
    Ended January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Realized Foreign Exchange Gains (Losses), Net
    
    $
    369
    
    
    $
    370
    
    
    $
    (111
    )
    
    $
    27Unrealized Foreign Exchange Gains (Losses), Net
    
    
    (818
    )
    
    
    352
    
    
    
    85
    
    
    
    2,042Premium on Repurchase of Warrants
    
    
    
    
    
    
    
    
    
    
    (629
    )
    
    
    Hedging Costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (206
    )Other
    
    
    26
    
    
    
    124
    
    
    
    (35
    )
    
    
    8$
    (423
    )
    
    $
    846
    
    
    $
    (690
    )
    
    $
    1,871
   Income Taxes.
 25




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##### Table of Contents



Discontinued Operations, Net of Tax.
 Net Income.
 Liquidity and Capital Resources
 Cash Flow Summary
  Nine MonthsEnded January 31,2008
    
    
    2007Net Income
    
    $
    8,569
    
    
    $
    6,813Noncash charges (credits) to income
    
    
    5,478
    
    
    
    3,721Changes in working capital
    
    
    (14,109
    )
    
    
    (5,691
    )Net cash provided by (used in) operating activities
    
    
    (62
    )
    
    
    4,843Net cash used in investing activities
    
    
    (10,277
    )
    
    
    (4,483
    )Net cash provided by (used in) financing activities
    
    
    (7,869
    )
    
    
    376Effect of foreign exchange rate changes on cash and cash equivalents
    
    
    459
    
    
    
    484Net increase (decrease) in cash and cash equivalents
    
    
    (17,749
    )
    
    
    1,220Cash and cash equivalents at beginning of period
    
    
    38,146
    
    
    
    36,186Net increase (decrease) in cash and cash equivalents
    
    $
    20,397
    
    
    $
    37,406
 Operating Activities
   Investing Activities
  26




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Financing Activities
  Debt
   Warrant Repurchase
  Sources of Liquidity
     27




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##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations
  Critical Accounting Estimates and Judgments
  Uncertain Tax Positions
  Recently Issued Accounting Pronouncements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 (a)
    
    Evaluation of Disclosure Controls and ProceduresThe Companys management evaluated, with the participation of our principal executive officer and
principal financial officer, or persons performing similar functions, the effectiveness of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on
this evaluation, our principal executive officer and principal financial officer have concluded
that, as of the end of the period covered by this report, our disclosure controls and procedures
were effective to ensure that information we are required to disclose in the reports that we file
or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms relating to Flow International Corporation, including our
consolidated subsidiaries, and was accumulated and communicated to the Companys management,
including the principal executive officer and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.(b)
    
    Changes in Internal ControlsIn connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange
Act, there was no change identified in our internal control over financial reporting that
occurred during the fiscal quarter ended January 31, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
 28




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##### Table of Contents



PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
   Our proposed acquisition of Omax Corporation (Omax) may fail to close or there could be
substantial delays and costs before the acquisition is completed, including the loss of the $6
million consideration paid for the exclusive option to purchase Omax.
  The completion of the acquisition of Omax is subject to the receipt of certain government
authorizations, consents, orders and approvals, including the expiration or termination of the
applicable waiting period (and any extension of the waiting period) under the Hart-Scott-Rodino Act
(the HSR Act) of 1976.
  If the proposed acquisition of Omax is not closed, the continuation of the litigation could be time
consuming and costly.
  Our acquisition of Omax may result in dilution to our existing shareholders.
  29




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30




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##### Table of Contents



We may not be able to successfully integrate Omax into our existing business.
  We may assume unknown liabilities in the acquisition of Omax that could harm our financial
condition and operating results.
  We may incur significant indebtedness following the acquisition, which could affect our liquidity.
   31




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##### Table of Contents



We may be subject to significant financial penalties if the registration statement for the resale
of PIPE securities is not available for resales.
  Our inability to settle our current insurance coverage litigation related to a June, 2002 claim
could be time consuming and costly.
  
 Items 2, 3, and 5 are None and have been omitted.
 
 Item 4. Submission of matters to a Vote of Security Holders.
  Name
    
    Votes For
    
    Votes WithheldCharles M. Brown
    
    
    28,699,931
    
    
    
    637,362Jerry C. Calhoun
    
    
    28,767,467
    
    
    
    569,826J. Michael Ribaudo
    
    
    28,702,501
    
    
    
    634,792Arlen I. Prentice
    
    
    17,707,036
    
    
    
    11,630,257
   
 Item 6. Exhibits
 31.1
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
    
    Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 32




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##### Table of Contents



FLOW INTERNATIONAL CORPORATIONDate: March 5, 2008
    /s/ Charles M. BrownCharles M. BrownPresident and Chief Executive Officer
(Principal Executive Officer)Date: March 5, 2008
    /s/ Douglas P. FletcherDouglas P. FletcherChief Financial Officer
(Principal Financial Officer) 33