FSII FS Development Corporation II

FSI International, Inc. (Nasdaq: FSII), a manufacturer of capital equipment for the microelectronics industry, today reported financial results for the third quarter of fiscal 2012 and for the first nine months ended May 26, 2012.

Fiscal 2012 Third Quarter and First Nine Months

Sales for the third quarter of fiscal 2012 increased 98 percent to $50.8 million, compared to $25.6 million for the same period in fiscal 2011. The company’s net income for the third quarter of fiscal 2012 was $10.0 million, or $0.25 per share, compared to net income of $4.1 million, or $0.10 per share, for the third quarter of fiscal 2011. Third quarter fiscal 2012 financial results included $433,000 of non-cash stock-based compensation charges, compared to $274,000 in the prior year comparable period. Fiscal 2012 third quarter results included a $677,000 impairment charge associated with the Company's investment in its Japanese distributor.

Sales for the first nine months of fiscal 2012 were $102.5 million, compared to $67.2 million for the same period of fiscal 2011. The company’s net income for the first nine months of fiscal 2012 was $10.7 million, or $0.27 per share, as compared to net income of $6.5 million, or $0.17 per share for the first nine months of fiscal 2011. The financial results for the first nine months of fiscal 2012 included $1.2 million of non-cash stock-based compensation charges, compared to $0.7 million in the prior year comparable period. Year-to-date fiscal 2012 financial results included a $677,000 impairment charge associated with the Company's investment in its Japanese distributor.

Balance Sheet

As of the end of the fiscal 2012 third quarter, the company had approximately $133.8 million in assets, including $51.0 million in cash, restricted cash, cash equivalents and long-term marketable securities. The company generated $28.0 million and $30.8 million of cash from operations during the third quarter and first nine months, respectively. At the end of the fiscal 2012 third quarter, the company had a current ratio of 4.1 to 1.0 and a book value of $2.70 per share and no debt.

Outlook

Based on the backlog and deferred revenue levels at the end of the third quarter and anticipated fourth quarter orders, the company expects fourth quarter fiscal 2012 revenues to be between $40.0 and $45.0 million, as compared to $50.8 million in the third quarter of fiscal 2012.* The company anticipates that fourth quarter orders will decline from the $41.8 million third quarter level.* Despite the growing demand for 32/28nm devices, we believe that global economic uncertainty is causing customers to reassess their near-term capital spending.* In addition, the scheduling of several facility construction and conversion plans is impacting the timing of capital equipment orders.*

Based upon the anticipated gross profit margin and the operating expense run rate, the company expects net income of $4.0 to $5.0 million for the fourth quarter of fiscal 2012.* The company expects to generate cash from operating activities in the fourth quarter, as we continue to manage inventory and accounts receivable levels.*

Conference Call Details

FSI investors have the opportunity to listen to management’s discussion of its third quarter financial results on a conference call at 3:30 p.m. CT today. In addition, the company will discuss third quarter accomplishments and review expected fourth quarter financial performance guidance. The company invites all those interested to join the conference by calling 888.469.3045 and entering access code 9074727. For those who cannot listen to the live broadcast, a replay will be available shortly after the conference by calling 800.945.7247.

About FSI

FSI International, Inc. is a global supplier of surface conditioning equipment, technology and support services for microelectronics manufacturing. Using the company’s broad portfolio of cleaning products, which include batch and single-wafer platforms for immersion, spray and cryogenic aerosol technologies, customers are able to achieve their process performance flexibility and productivity goals. The company’s support services programs provide product and process enhancements to extend the life of installed FSI equipment, enabling worldwide customers to realize a higher return on their capital investment. For more information, visit FSI’s website at http://www.fsi-intl.com or call Benno Sand, 952.448.8936.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains certain “forward-looking” statements (*), including, but not limited to expected fourth quarter orders; fourth quarter beginning backlog and deferred revenue; expected fourth quarter revenues; expected fourth quarter gross margin and operating expense levels; expected fourth quarter net income; expected cash generation from operating activities; customer near-term capital spending and the timing of capital equipment orders. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements involving risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those in such forward-looking statements. Such risks and uncertainties include, but are not limited to, changes in industry conditions; order delays or cancellations; general economic conditions; changes in customer capacity requirements and demand for microelectronics; the extent of demand for the company’s products and its ability to meet demand; global trade policies; worldwide economic and political stability; the company’s successful execution of internal performance plans; the cyclical nature of the company’s business; volatility of the market for certain products; performance issues with key suppliers and subcontractors; the level of new orders; the timing and success of current and future product and process development programs; the success of the company’s direct distribution organization; legal proceedings; the potential impairment of long-lived assets; the potential adverse financial impacts resulting from declines in the fair value and liquidity of investments the company presently holds; the impact of natural disasters on parts supply and demand for products; the ability to attract, retain and motivate a sufficient number of qualified employees; as well as other factors listed herein or from time to time in the company’s SEC reports, including our latest 10-K annual report and 10-Q quarterly reports. The company assumes no duty to update the information in this press release.

  FSI INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited)       Third Quarter Ended     Nine Months Ended

May 26,

   

May 28,

May 26,

   

May 28,

2012

2011

2012

2011

Sales $ 50,757 $ 25,598 $ 102,496 $ 67,231 Cost of goods   30,011     13,731   63,702     37,144     Gross margin 20,746 11,867 38,794 30,087 Selling, general and administrative expenses 5,745 4,675 16,424 14,303 Research and development expenses   4,303     3,155   11,331     9,327     Operating income 10,698 4,037 11,039 6,457 Interest and other (expense) income, net   (623 )   80   (332 )   71     Income before income taxes 10,075 4,117 10,707 6,528 Income tax expense (benefit)   44     6   17     (1 )   Net income $ 10,031   $ 4,111 $ 10,690   $ 6,529     Income per share – basic $ 0.26   $ 0.11 $ 0.27   $ 0.17   Income per share – diluted $ 0.25   $ 0.10 $ 0.27   $ 0.17     Weighted average common shares Basic 39,186 38,714 39,012 38,631 Diluted 39,941 39,248 39,504 39,079     FSI INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)      

May 26,

   

Aug. 27,

2012

2011

Assets   Current assets Cash, restricted cash and cash equivalents $ 49,091

$

20,693

Receivables, net 22,349 23,196 Inventories 37,081 48,630 Other current assets   4,740   4,241 Total current assets 113,261 96,760   Property, plant and equipment, net 16,984 14,805   Long-term marketable securities 1,907 1,907 Investment

─

677 Other assets   1,603   1,677 Total assets $ 133,755 $ 115,826   Liabilities and Stockholders’ Equity   Current liabilities Trade accounts payable $ 10,727 $ 11,226 Deferred profit* 5,400 2,997 Customer deposits 611 ─ Accrued expenses   10,733   7,473 Total current liabilities 27,471 21,696   Long-term liabilities 310 392   Total stockholders’ equity   105,974   93,738   Total liabilities and stockholders’ equity $ 133,755 $ 115,826    

*Deferred profit reflects deferred revenue less manufacturing and other related costs.

  FSI INTERNATIONAL, INC. AND SUBSIDIARIES MISCELLANEOUS FINANCIAL INFORMATION (in thousands, except percentages, per share and total employee data) (unaudited)       Nine Months Ended

May 26,

   

May 28,

2012

2011

Sales by Area   United States 23 % 43 % International 77 % 57 %   Cash Flow Statement   Capital expenditures $ 3,375 $ 2,012 Depreciation 1,937 1,582   As of May 26, May 28, 2012 2011 Miscellaneous Data   Total employees, including contract 407 347 Book value per share $ 2.70 $ 2.35 Shares outstanding 39,194 38,742