Item 1. Business
Flow International Corporation ("Flow" or the "Company") designs, develops,
manufactures, markets, installs and services ultrahigh-pressure ("UHP") water
pumps and UHP water management systems. Our core competency is UHP water pumps.
Our UHP water pumps pressurize water from 40,000 to over 100,000 pounds per
square inch (psi) and are integrated with water delivery systems so that water
can be used to cut or clean material or pressurize food. Our products include
both standard and specialized waterjet cutting and cleaning systems together
with the Fresher Under Pressure food processing technology. In addition to UHP
water systems, we provide automation and articulation systems and isostatic and
flexform press systems. We provide technologically-advanced,
environmentally-sound solutions to the manufacturing, industrial, marine
cleaning and food markets.
Our mission is to provide the highest value product in the UHP water pump
market. This requires our products to be of the highest reliability and provide
our customers with a system which maximizes productivity and profitability. We
are a developer of productivity technologies and we continually focus on
customer support. Our brand promise is to provide reliability, superior value,
service and technology through products based on UHP water pump technology. We
will continue to improve our customers' profitability through investment in the
development of innovative products and services that expand our customers'
markets and increase their productivity.
Our UHP technology has three broad applications: cutting, cleaning and food
pressurization. The primary application of our UHP water pumps is cutting.
Waterjet cutting is recognized as a more flexible alternative to traditional
cutting methods such as lasers, saws or plasma. It is often faster, has greater
versatility in the types of products it can cut and eliminates the need for
secondary processing operations. Utilizing pressures from 50,000 to 87,000 psi,
the thin stream of water traveling at three or more times the speed of sound can
cut both metallic and nonmetallic materials for many industries, including
aerospace, automotive, disposable products, food, glass, job shop, sign, metal
cutting, marble, tile and other stone cutting, and paper slitting and trimming.
We also manufacture a product line, utilizing pressures in the range of 40,000
to 55,000 psi, for use in industrial cleaning, surface preparation,
construction, and petro-chemical and oil field applications. Utilizing increased
pressures of between 87,000 to 100,000 psi, our Fresher Under Pressure food
processing technology provides food safety, quality and productivity
enhancements for food producers.
We analyze our business based on the utilization of UHP, either as released
pressure or contained pressure, as follows: Flow Waterjet Systems ("Waterjet")
for released pressure applications and Avure Technologies Incorporated ("Avure")
for contained pressure applications. The Waterjet operation comprises our
cutting, cleaning and automation applications while Avure includes the Fresher
Under Pressure technology, as well as the isostatic and flexform press ("General
Press") operations. The General Press business manufactures systems which
produce and strengthen advanced materials for the aerospace, automotive and
medical industries.
We are a Washington corporation founded in 1974, incorporated in 1980, and
completed our initial public offering in March 1983. In January 2003, Stephen R.
Light was appointed President and Chief Executive Officer. Kathryn L. Munro, a
director since 1996, assumed the position of Chairman.
Products and Services
We provide UHP systems and related products and services to our target markets:
aerospace, automotive, food, job shops, pulp and paper and surface preparation.
As previously described, we divide our business into its two UHP operations:
Waterjet and Avure.
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Waterjet:
The Waterjet operation is comprised of the following segments: North America
Waterjet, Asia Waterjet, Other International Waterjet and Other.
Systems-
We offer a variety of UHP products, including both waterjet cutting and cleaning
systems, as well as accessories and related robotic articulation equipment. UHP
water pumps, as well as the related water management systems, are the core
components of our technology. We utilize two different technologies to create
the water pressure: intensifier or direct drive. An intensifier pump pressurizes
water up to 100,000 psi and forces it through a small orifice, generating a
high-velocity stream of water traveling in excess of 3,000 feet per second to
perform the cutting process. In order to cut metallic and other hard materials,
an abrasive substance, usually garnet, is added to the waterjet stream creating
an abrasivejet. Abrasivejets cut without heat, cause no metallurgical changes,
and leave a high-quality edge that usually requires no secondary operation. In
addition to our intensifier pumps, we offer our unique and patented direct drive
pressure-compensated pumps which pressurize water up to 55,000 psi utilizing
triplex piston technology.
A UHP system consists of a UHP intensifier or direct drive pump and one or more
waterjet cutting or cleaning heads with the necessary robotics, motion control
and automation systems. We have placed UHP waterjet cutting systems in our
target markets worldwide. These cutting systems may also combine waterjet with
other applications such as conventional machining, pick and place handling,
inspection, assembly, and other automated processes. Our waterjet systems are
also used in industrial cleaning applications such as paint removal, surface
preparation, factory and industrial cleaning, ship hull preparation, and heat
exchanger cleaning.
Our products enhance productivity and, we believe, are cost justified over
traditional methods. Our sales are affected by worldwide economic changes.
However, we believe that the flexibility of our UHP technology and the diversity
of our markets enable us to absorb cyclical downturns with less impact than
conventional machine tool manufacturers and we are confident that we can
continue to gain market share in the machine cutting tool market.
Consumable Parts and Services-
Consumables represent parts used by the pump and cutting head during operation,
such as seals, orifices and garnet. Many of these consumable or spare parts are
proprietary in nature and are patent protected. We also sell various tools and
accessories which incorporate UHP technology, as well as aftermarket consumable
parts and service for our products.
Avure:
Avure has two primary product lines, food processing and General Press, and is
comprised of the Food, North America Press and International Press segments.
Fresher Under Pressure-
Our proprietary UHP water pump and pressure vessel technology is utilized by our
customers for food processing and is marketed as Fresher Under Pressure. Our UHP
technology exposes foods to pressures from 50,000 to over 100,000 psi for a
short time, reducing food-borne pathogens such as Camplyobacter, E. coli,
Listeria monocytogenes, salmonella and Vibro vulnificus. While conventional
thermal and chemical preservation methods can ensure safety and longevity, they
have a negative impact on fresh foods' sensory qualities such as nutrition,
flavor, color and texture. Avure's technology which uses UHP to destroy bacteria
and other microorganisms found in food without using high temperatures or
chemical additives has minimal effects on the nutrition, taste, texture, or
color of food, and extends the shelf life of the food. UHP technology addresses:
the increasing demand in the U.S. for a post packaging, terminal
pasteurization-like step (e.g. packaged ready-to-eat meats); the demand for high
quality, minimally processed foods (e.g. fresh guacamole and salsas); and the
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demand to utilize the productivity enhancing capabilities of UHP in food
processing (e.g. shellfish). Our UHP technology can provide benefits to an array
of food products including fruits, vegetables, seafood, processed meats and
ready-to-eat meals. Governmental regulations, which took effect in October 2003,
regarding food processor disclosure of safety methods utilized in the
manufacturing process, as well as consumer demand for higher quality, wholesome,
more natural, convenience foods, offer a growth opportunity for the Fresher
Under Pressure product line.
General Press-
Our isostatic press systems use similar large pressure vessels, ranging from 25
to 35 feet in height and weighing between 50 and 200 tons to apply a combination
of heat and pressure to produce and strengthen advanced materials for the
aerospace, automotive and medical industries. Examples of customary applications
include jet engine components, automotive parts, high performance ceramics and
hip joints. Our flexform presses are used to form sheet metal for flexible and
cost-effective prototyping and low volume production of structural items, panels
and engine components. Our General Presses offer several advantages over other
methods for forming metal and composite parts. Isostatic presses produce lighter
weight, higher strength parts that have a better metal consistency, density and
uniformity as compared to forged or cast parts. Flexform presses allow for
cost-effective production, lower tooling costs, flexibility and shorter lead
times.
Marketing and Sales
We market and sell our products worldwide through our headquarters in Kent,
Washington (a suburb of Seattle) and through subsidiaries, divisions and joint
ventures located in Columbus, Ohio; Wixom, Michigan; Jeffersonville, Indiana;
Birmingham, England; Bretten, Germany; Burlington and Windsor, Canada; Hsinchu,
Taiwan; Shanghai and Beijing, China; Incheon, Korea; Sao Paulo, Brazil; Buenos
Aires, Argentina; Lyon, France; Milan, Italy; Madrid, Spain; Yokohama, Nagoya
and Tokyo, Japan and Vsters, Sweden. We sell directly to customers in North and
South America, Europe, and Asia, and have distributors or agents covering most
other countries. No single customer accounted for 10% or more of our revenues
during any of the three years ended April 30, 2004.
During the past year, we conducted an internal study of our installed waterjet
cutting systems and the potential sale opportunities of the market. Based on the
significant market potential relative to the installed base, we have concluded
that waterjet technology is in the early adoption phase of its product life
cycle and growth will be driven by an increasing awareness of the technology.
To increase awareness, we expect to focus our marketing efforts on specific
target industries, applications and markets. Marketing efforts include increased
presence at regional tradeshows, increased advertising in print media and other
product placement and demonstration/educational events as well as an anticipated
increase in domestic sales representation, including distributors, of 74%. To
enhance the effectiveness of sales efforts, our marketing staff and sales force
gather detailed information on the applications and requirements in targeted
market segments. We also utilize telemarketing and the internet to generate
sales leads in addition to lead generation through tradeshows and print media,.
This information is used to develop standardized and customized solutions using
UHP and robotics technologies. We provide turnkey systems, including system
design, specification, hardware and software integration, equipment testing and
simulation, installation, start-up services, technical training and service.
Patents
We hold a large number of UHP technology and related systems patents. While we
believe the patents we hold protect our intellectual property, we do not
consider our business dependent on patent protection. In addition, we have over
the years developed non-patented proprietary trade secrets and know-how in UHP
applications, and in the manufacture of these systems, which we believe allows
us to retain a technical lead over our competitors.
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We believe the patents we hold and have in process, along with the proprietary
application and manufacturing know-how, act as a barrier to entry for other
competitors who may seek to provide UHP technology.
Backlog
At April 30, 2004, our backlog was $47.1 million compared to the prior year-end
backlog of $36.3 million. Generally our products, exclusive of the aerospace and
Avure product lines, which account for $23.5 million of the backlog, can be
shipped within a four to 16 week period. The aerospace and Avure systems
typically have lead times of six to 18 months. The changes in our backlog are
not necessarily indicative of comparable variations in sales or earnings. The
April 30, 2004, backlog represented 27% of fiscal 2004 sales. The unit sales
price for most of our products and services is relatively high (typically
ranging from tens of thousands to millions of dollars) and individual orders can
involve the delivery of several hundred thousand dollars of products or services
at one time. Furthermore, some items in backlog can be shipped more quickly than
others, some have higher profit margins than others, and some may be cancelled
by customers.
Competition-Waterjet
Waterjet technology has been developed to provide manufacturing firms with a
viable alternative to traditional cutting or cleaning methods that utilize
lasers, saws, knives, shears, plasma, routers, drills and abrasive blasting
techniques. Many of the companies that provide these competing methods are
larger and better funded than Flow. Within the manufacturing setting, several
firms, including Flow, have developed tools for cleaning and cutting based on
waterjet technology.
Waterjet cutting systems harness pressurized water from 40,000 to 87,000 psi,
and focus it into a high velocity stream. Cutting with high-velocity water
offers manufacturers many advantages over traditional cutting machines including
an ability to cut in any direction, faster throughput times, minimal impact on
the material being cut and a continuously expanding range of applications. These
factors, in addition to the elimination of secondary processing in most
circumstances, enhance the manufacturing productivity of our systems.
Market acceptance of waterjet cutting systems by the aerospace, automotive, and
machining (job shop) industries is expected to encourage other manufacturers,
including those in other industries, to adopt waterjet solutions. As of 2003, we
estimate the worldwide waterjet cutting systems market size at $350 million and
the waterjet cleaning systems market at $335 million. The recent slowdown in
many of the major world economies has created a difficult operating environment
for waterjet systems manufacturers, as new investments in infrastructure
projects have been curtailed and customers have reduced capital expenditures.
Low demand, coupled with price-based competition among waterjet manufacturers,
has caused many firms in the industry to restructure operations, lay off
employees, and close plants. We expect the strengthening global economies to
reverse this movement.
We believe we are the leader in the global waterjet cutting systems market with
a market share estimated at more than 40%. In North America, together with
another supplier, we have a combined market share of approximately 75%. The
remaining 25% of the market is divided among 10 firms. The European market is
also highly concentrated, with the top three companies controlling 50% of the
market. We compete in the high-end and mid-tier segments of the waterjet cutting
market and may not be as financially robust as some of our competitors.
Waterjet cleaning offers many advantages over other cleaning methods, such as
the ability to remove difficult coatings or deposits from a surface without
damaging such surface or adding potentially hazardous chemicals to the cleaning
process. A UHP waterjet system is an environmentally-friendly answer to many
difficult cleaning applications and can often be justified solely on the basis
of hazardous material containment or reduction of secondary operations in the
cleaning process.
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We believe we are a primary competitor in the ultrahigh-pressure (greater than
40,000 psi) segment of the waterjet cleaning systems market with an estimated
global market share of 27%. We have a significant share of the market in North
and South America and Asia. We also have an opportunity to build share and grow
our business in Europe where waterjet cleaning had not previously been a market
priority for us. We intend to capitalize on this opportunity in the next 24
months.
The automobile and aerospace industry and other industries that rely heavily on
assembly-based manufacturing processes are primary consumers of robotics systems
equipment and services. Using waterjet and other suitable technologies such as
laser, robotics systems manufacturers provide custom engineered robotic systems
designed for material separation and removal. The robotic systems market is
concentrated among a few select companies in the U.S. and Europe.
Competition-Avure
Pasteurization is the primary method used to help ensure that fresh food is safe
to eat. Avure's Fresher Under Pressure represents a break-through technology
which destroys harmful pathogens and increases shelf life while ensuring a safe,
healthy product. There are other companies trying to develop a similar UHP
processing technology. To date, these companies have had little commercial
success, and we believe our patents and know-how make us the world leader in
this technology. Currently our equipment is the only equipment being used in any
significant commercial applications. There are also other technologies being
developed for food safety, including irradiation and ultra-violet light. Of the
alternative technologies, irradiation is the most developed. The primary target
market for irradiation is the raw meat industry, while Avure is targeting the
ready-to-eat meat market, i.e., sliced deli meats, etc., as well as the premium
food market, such as fresh fruits and vegetables.
Our General Presses represent a niche segment of the industrial press market
that use our technology for specialized applications, primarily to produce high
strength and precision or low volume parts. We compete in this market against
forging and casting methods of production which currently represent a
significantly larger market than our technology. However, our press technology
is necessary to produce high quality parts with high material density, no
internal voids or cracks and beneficial isotropic properties.
Overall, we believe that Flow's consolidated competitive position is enhanced
by:
Technically advanced, proprietary products that provide excellent
reliability, low operating costs, and user-friendly features;
A strong application-oriented, problem-solving marketing and sales approach;
An active research and development program that allows us to maintain
technological leadership;
The ability to provide complete turnkey systems;
A physical presence in key markets, such as in the U.S., Canada, Japan,
southeast Asia and Europe;
Strong OEM customer ties, and
Efficient production facilities.
Research and Engineering
We have devoted between 6% and 9% of revenues in research and engineering during
each of the three years ended April 30, 2004. Research and engineering expenses
were $10.7 million, $13.5 million, and $14.9 million, in fiscal 2004, 2003 and
2002, respectively. We will continue a robust research and engineering program
to maintain our technological leadership position through development of new
products and applications, as well as enhancement of our current product lines.
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Employees
As of April 30, 2004, we employed 745 full time and 22 part time personnel. We
are not a party to any material collective bargaining agreements.
Foreign and Domestic Operations
See Note 18 to Consolidated Financial Statements for information regarding
foreign and domestic operations.
Available Information
Our Internet website address is www.flowcorp.com. We make available at this
address, free of charge, our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and all amendments to those reports as
soon as reasonably practicable after such material is electronically filed with
or furnished to the SEC. Information available on our website is not
incorporated by reference in and is not deemed a part of this Form 10-K/A.
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