<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 25, 1995
--------------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-17276
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FSI INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1223238
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
322 LAKE HAZELTINE DRIVE, CHASKA, MINNESOTA 55318
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
612-448-5440
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] YES [ ] NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practical date: Common Stock, No Par Value -
20,376,872 shares outstanding as of December 28, 1995.
Page 1 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
--------------------- --------
<S> <C> <C>
Item 1. Consolidated Condensed Financial Statements:
Consolidated Condensed Balance Sheets as of November 25, 1995 (Unaudited)
and August 26, 1995 3-4
Consolidated Condensed Statements of Operations (Unaudited) for the
quarters ended November 25, 1995 and November 26, 1994 5
Consolidated Condensed Statements of Cash Flows (Unaudited) 6
for the quarters ended November 25, 1995 and November 26, 1994
Notes to the Consolidated Condensed Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and 8-10
Results of Operations.
PART II. OTHER INFORMATION 11-14
-----------------
SIGNATURES 15
----------
</TABLE>
Page 2 of 15
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PART I. Item 1. FINANCIAL INFORMATION
FSI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
NOVEMBER 25, 1995 AND AUGUST 26, 1995
ASSETS
<TABLE>
<CAPTION>
November 25, August 26,
1995 1995
(Unaudited) (Audited)
------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 62,500,518 $ 97,143,176
Marketable securities 38,088,650 14,059,682
Trade accounts receivable, net of
allowance for doubtful accounts
of $1,375,000 and $1,225,000,
respectively 39,412,294 34,709,769
Trade accounts receivable from
affiliates 15,254,708 13,069,739
Inventories 32,285,603 31,859,135
Deferred income tax benefit 5,828,018 5,828,018
Other current assets 3,512,409 4,362,652
------------ ------------
Total current assets 196,882,200 201,032,171
------------ ------------
Property, plant and equipment, at cost 44,285,322 34,724,424
Less accumulated depreciation and
amortization (16,127,758) (15,371,905)
------------ ------------
28,157,564 19,352,519
------------ ------------
Investment in affiliates 10,369,469 8,813,370
Deposits and other assets 4,155,950 4,048,242
Deferred income tax benefit - long-term 594,887 595,085
------------ ------------
$240,160,070 $233,841,387
============ ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 3 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
NOVEMBER 25, 1995 AND AUGUST 26, 1995
(continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
November 25, August 26,
1995 1995
(Unaudited) (Audited)
-------------- --------------
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ 22,421 $ 33,228
Trade accounts payable 21,633,908 25,279,750
Accrued expenses 23,683,075 21,252,755
Customer deposits 2,506,870 2,614,874
Deferred revenue 5,548,674 5,722,030
------------ ------------
Total current liabilities 53,394,948 54,902,637
------------ ------------
Long-term debt, less current maturities 62,948 46,711
Other long-term liabilities 18,359 0
Minority interest 813,827 681,558
Stockholders' Equity:
Preferred stock, no par value; --- ---
10,000,000 shares
authorized, none issued and
outstanding
Common stock, no par value; 144,524,794 144,379,884
50,000,000 shares
authorized, issued and
outstanding; 20,315,936
and 20,260,612 shares at
November 25, 1995
and August 26, 1995, respectively
Retained earnings 40,116,059 32,571,902
Cumulative translation adjustment 1,229,135 1,258,695
------------ ------------
Total stockholders' equity 185,869,988 178,210,481
------------ ------------
$240,160,070 $233,841,387
============ ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 4 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED NOVEMBER 25, 1995 AND NOVEMBER 26, 1994
(Unaudited)
<TABLE>
<CAPTION>
November 25, November 26,
1995 1994
------------- -------------
<S> <C> <C>
Sales (including sales to affiliates of
$13,130,000 and $6,339,000,
respectively) $62,147,725 $30,184,769
Cost of sales 35,127,368 16,263,325
----------- -----------
Gross profit 27,020,357 13,921,444
Selling, general and administrative
expenses 11,313,801 6,329,025
Research and development expenses 7,532,908 4,873,260
----------- -----------
Operating income 8,173,648 2,719,159
Interest expense ( 9,115) (5,605)
Interest income 1,422,072 130,229
Other income (expense), net (16,652) (3,559)
----------- -----------
Income before income taxes 9,569,953 2,840,224
Income tax expense 3,420,065 790,195
----------- -----------
Income before minority interest
and equity in earnings of
affiliates 6,149,888 2,050,029
Minority interest (161,830) ---
Equity in earnings of affiliates 1,556,099 1,000,400
----------- -----------
Net income 7,544,157 3,050,429
=========== ===========
Net income per common share $0.35 $0.21
Weighted average common shares
and common share equivalents 21,564,917 14,417,099
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 5 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED NOVEMBER 25, 1995 AND NOVEMBER 26, 1994
(Unaudited)
<TABLE>
<CAPTION>
November 25, November 26,
1995 1994
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 7,544,157 $ 3,050,429
Adjustments to reconcile net income
to net cash
used in operating activities:
Minority interest 161,830 ---
Provision for deferred income
taxes 3,945 ---
Depreciation and amortization 956,071 603,707
Equity in earnings of affiliates (1,556,099) (1,000,400)
Stock issued for services --- 41,587
Changes in operating assets and
liabilities:
Trade accounts receivable (6,887,494) (5,427,155)
Inventories (426,468) (1,371,992)
Prepaid expenses and other
current assets 864,657 (1,204,381)
Trade accounts payable (3,645,842) 1,247,415
Accrued expenses 2,430,319 930,778
Customer deposits (108,003) (98,777)
Deferred revenue (173,356) 1,412,339
Other (59,120) ---
------------ -----------
Net cash used in operating activities (895,403) (1,816,450)
------------ -----------
INVESTING ACTIVITIES:
Acquisition of property, plant and
equipment (9,701,334) (1,713,044)
Purchase of marketable securities (34,634,401) ---
Sales of marketable securities 5,710,297 ---
Maturities of marketable securities 4,895,136 ---
Increase in deposits and other assets (167,293) (5,919)
------------ -----------
Net cash used in investing
activities (33,897,595) (1,718,963)
------------ -----------
FINANCING ACTIVITIES:
Additions (principal payments on)
long-term debt 16,237 (61,112)
Notes payable to bank (10,807) ---
Net proceeds from issuance of
common stock 144,910 175,367
------------ -----------
Net cash provided by financing
activities 150,340 114,255
------------ -----------
Decrease in cash and cash equivalents (34,642,658) (3,421,158)
Cash and cash equivalents at beginning
of period 97,143,176 10,724,729
------------ -----------
Cash and cash equivalents at end of
period 62,500,518 7,303,571
============ ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 6 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(1) RECLASSIFICATIONS
Certain 1995 amounts have been reclassified to conform to the 1996
presentation.
(2) CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The accompanying consolidated condensed financial statements have been
prepared by the Company without audit and reflect all adjustments
(consisting only of normal and recurring adjustments) which are, in the
opinion of management, necessary to present a fair statement of the results
for the interim periods presented. The statements have been prepared in
accordance with the regulations of the Securities and Exchange Commission
but omit certain information and footnote disclosures necessary to present
the statements in accordance with generally accepted accounting principles.
The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full fiscal
year. These consolidated condensed financial statements should be read in
conjunction with the Consolidated Financial Statements and footnotes
thereto included in the Company's Annual 10-K Report for the fiscal year
ended August 26, 1995 previously filed with the Securities and Exchange
Commission.
(3) INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
November 25, August 26,
1995 1995
Unaudited (Audited)
------------ ------------
<S> <C> <C>
Finished products $ 4,820,516 $ 7,048,392
Work-in-process 6,844,662 6,448,693
Subassemblies 2,768,643 3,387,324
Raw materials and purchased parts 17,851,782 14,974,726
----------- -----------
$32,285,603 $31,859,135
=========== ===========
</TABLE>
(4) SUPPLEMENTARY CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Quarters Ended
--------------------------
November 25, November 26,
1995 1994
------------ ------------
Schedule of interest and income
taxes paid:
<S> <C> <C>
Interest $ 11,815 $ 10,890
Income Taxes 1,807,774 394,340
</TABLE>
Page 7 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
ITEM 2.
RESULTS OF OPERATIONS
FIRST QUARTER OF FISCAL 1996 COMPARED WITH THE FIRST QUARTER OF FISCAL 1995
The following table sets forth for the first quarters indicated, certain income
and expense items as a percent of total sales:
<TABLE>
<CAPTION>
Percent of Sales
--------------------------------
November 25, November 26,
First quarter ended: 1995 1994
- ---------------------------------------------------------------------------
<S> <C> <C>
Sales 100.0% 100.0%
Cost of goods sold 56.5% 53.9%
Selling, general and administrative 18.2% 21.0%
Research and development 12.1% 16.1%
Operating income 13.2% 9.0%
Other income 2.2% 0.4%
Income before income taxes 15.4% 9.4%
Income tax expense 5.5% 2.6%
Minority interest .3% --
Equity in earnings of affiliates 2.5% 3.3%
Net income 12.1% 10.1%
</TABLE>
Sales increased $31.9 million, or 106%, to $62.1 million for the first quarter
of fiscal 1996, compared to $30.2 million for the first quarter of fiscal 1995.
The increase was attributable to increased sales in each of the Company's
product categories (including Applied Chemical Solutions (ACS) products) due to
increased unit sales as construction of new and the expansion of existing
manufacturing facilities by the Company's semiconductor manufacturing customers
continued. Sales in fiscal 1996 also increased from fiscal 1995 due to the
Company's investment in FSI Metron Europe, Limited (FME). In November, the
Company moved the manufacturing operations for its microlithography and surface
conditioning products to a new 100,000 square-foot manufacturing facility, which
contains 45,000 square feet of Class 1000 clean room space in Chaska, Minnesota.
During the second quarter of fiscal 1996, the Company will move its chemical
management manufacturing operations into the space vacated by the other two
divisions and will begin transferring to Chaska, Minnesota, the manufacturing of
certain ACS products now manufactured by a third party in Hollister, California.
Increasing revenues in the second quarter of fiscal 1996, as compared to the
first fiscal quarter, is partially dependent on the successful transfer of
manufacturing operations.
The Company believes its ability to continue to increase sales is dependent upon
increased demand for all three of the Company's product lines, sales growth in
international markets, as well as industry and general economic conditions. The
Company's backlog as of November 25, 1995 was in excess of $100 million.
Because of the timing and relative size of certain orders received by the
Company and possible changes in delivery schedules or cancellations of orders,
the Company's backlog can vary from time to time and at any particular date is
not necessarily indicative of actual sales for any succeeding period.
The Company's gross profit, as a percentage of sales, decreased to 43.5% for the
first quarter of fiscal 1996 from 46.1% for the first quarter of fiscal 1995,
due to an increase in the percentage of international sales which generally
carry lower gross profit margins. International sales as a percentage of total
sales were 44% and 21%, for the first quarter of fiscal 1996 and 1995,
respectively. The increase in international sales as a percentage of sales is
due to expansion by semiconductor device manufacturers in Asia Pacific and
European markets. The Company's gross profit as a percentage of sales decrease
was also attributable to a decrease in the percentage of total sales from FSI's
higher margin products.
Page 8 of 15
<PAGE>
The Company's gross profit margin may fluctuate as a result of a number of
factors, including the mix of products sold, the proportion of international
sales and competitive pricing pressures.
Selling, general, and administrative expenses decreased to 18.2% of sales for
the first quarter of fiscal 1996, as compared to 21.0% of sales for the first
quarter of fiscal 1995. The increase of approximately $5 million resulted
primarily from expanded customer support and marketing expenses associated with
the Company's increased order activity and personnel additions made in the
Company's divisions in response to the Company's growth. In addition, there were
increased accruals for management incentive bonuses and employee profit sharing
and for the costs associated with the computer system upgrade. While the Company
expects the quarterly amount of selling, general, and administrative expenses to
increase during the remainder of fiscal 1996, selling, general and
administrative expenses as a percentage of sales may decrease over the same
period.
Research and development expenses increased approximately $2.7 million in the
first quarter of fiscal 1996 as compared to the first quarter of fiscal 1995.
However, as a percentage of sales, research and development decreased to 12.1%
of sales for the first quarter of fiscal 1996, as compared to 16.1% of sales for
the first quarter of fiscal 1995. The dollar increase of approximately $2.7
million resulted primarily from the Company's continued development efforts on
new and existing products, including the ORION(TM) vacuum-based gas phase (dry)
cleaning system, ICE(TM) cryogenic aerosol cleaning system, Zeta automated spray
processing system, chemical management models, and various other engineering
projects. The Company expects the quarterly amount of research and development
expenses to increase during the remainder of fiscal 1996.
Other income (expense), net includes primarily interest income. The increase of
$1.3 million for the first quarter of fiscal 1996 as compared to the first
quarter of fiscal 1995 reflects primarily an increase in interest earned by the
Company on the increased amount of cash and cash equivalents and marketable
securities resulting from the February and June 1995 secondary offerings.
Income tax expense for the first quarter of fiscal 1996 was approximately
$3,420,000, or 35.7%, of pre-tax profit compared to approximately $790,000, or
27.8%, of pre-tax profit for the first quarter of fiscal 1995. The lower tax
rate in 1995 is due to the reinstatement of deferred tax assets in 1995. The
Company anticipates the effective tax rate will range from 34% to 36% in fiscal
1996. The effective tax rate should be at the lower end of the range if
Congress reinstates the research and development tax credit, which expired in
June 1995.
The equity in earnings of affiliates increased by approximately $556,000 to
$1,556,000 in the first quarter of fiscal 1996, compared to $1,000,000 for the
first quarter of fiscal 1995. The increase is due to improved earnings at all
affiliates due to expansion by semiconductor device manufacturers in Europe and
the continued strong growth taking place in the Asia Pacific market.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents and marketable securities decreased by
approximately $10.6 million to approximately $100.6 million on November 25, 1995
from August 26, 1995. The decrease resulted primarily from the use of cash to
support operations in response to continued growth of the Company and from the
acquisition of property, plant and equipment, including those related to the
Company's new manufacturing facility.
The Company's accounts receivable increased by approximately $6.9 million to
$54.7 million as of November 25, 1995, compared to August 26, 1995. The
increase reflects higher international sales levels, which generally have longer
payment terms and also increased sales of chemical management products, which
typically have higher retainages by the customer. The Company's inventory
increased approximately $.4 million to $32.3 million at the end of the first
quarter of fiscal 1996, compared to the fiscal year ended August 26, 1995. The
increase primarily resulted from the Company's purchased parts and raw materials
inventory being higher at the end of the first quarter of fiscal 1996 offset by
a decrease in finished goods. As of November 25, 1995, the Company's ratio of
current assets to current liabilities was 3.7 to 1.0 and its working capital was
$143.5 million.
Page 9 of 15
<PAGE>
The Company had acquisitions of property, plant and equipment in the first
quarters of fiscal 1996 and 1995 of approximately $9,701,000 and $1,713,000,
respectively. Capital additions in the first quarter of fiscal 1996 were
associated primarily with the completion of the new manufacturing facility, the
equipping of 35,000 square feet of leased engineering and administrative space
for the Chemical Management Division, and purchase of computer equipment. The
Company expects to invest approximately $30.0 million in facility and laboratory
expansion programs and computer systems in fiscal 1996.
The Company does not currently have a credit facility. However, the Company has
negotiated the terms of a new credit facility, which it expects to enter into
during fiscal 1996. The Company believes that existing cash and cash
equivalents, marketable securities and internally generated funds will be
sufficient to meet the Company's currently projected working capital and other
cash requirements both for the short-term and through at least the end of fiscal
1996.
The Company believes that success in its industry requires substantial capital
in order to maintain the flexibility to take advantage of opportunities as they
may arise. The Company may, from time to time, as market and business
conditions warrant, invest in or acquire complementary businesses, products or
technologies. The Company may effect additional equity or debt financings to
fund such activities. The issuance of additional equity or debt securities
could result in additional dilution to the Company's stockholders.
Page 10 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
Page 11 of 15
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FSI INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a)(3) Exhibits
* An asterisk next to a listed Exhibit indicates it is an executive
compensation plan or arrangement
2.1 Agreement and Plan of Reorganization dated December 23, 1994 by and
among the Company, ACS Acquisition Corp., Applied Chemical
Solutions, and certain significant shareholders of Applied Chemical
Solutions. (1)
2.2 Share Purchase Agreement dated December 14, 1994 by and among the
Company, Metron Semiconductors Europa B.V., Christopher Springall,
Anthony Springall, Roger Springall, David Springall and Michael
Springall. (2)
3.1 Restated Articles of Incorporation of the Company. (3)
3.2 Restated By-Laws. (4)
3.3 Amendment to Restated By-Laws. (5)
4.1 FSI Corporation Stock Purchase Agreement dated March 20, 1981. (4)
4.2 Stock Purchase Agreement dated September 15, 1982. (4)
4.3 Common Stock and Common Stock Purchase Warrants Agreement dated
October 15, 1985. (4)
4.4 Second Amendment, dated as of January 9, 1989, to Common Stock and
Common Stock Warrants Purchase Agreement dated as of October 15,
1985. (5)
4.5 Registration and Preemptive Rights Agreement dated October 15,
1985. (4)
*10.1 1983 Incentive Stock Option Plan. (4)
*10.2 1982 Nonqualified Stock Option Plan. (4)
*10.3 Split Dollar Insurance Agreement and Collateral Assignment
Agreement dated December 28, 1989, between the Company and Joel A.
Elftmann. (Similar agreements between the Company and each of
Robert E. Cavins, Benjamin J. Sloan, Dale A. Courtney, Peter A.
Pope, Benno G. Sand and Timothy D. Krieg have been omitted, but
will be filed upon the request of the Commission). (4)
10.4 Lease dated June 27, 1985, between the Company and Lake Hazeltine
Properties. (7)
10.5 Lease dated September 1, 1985, between the Company and Elftmann,
Wyers, Blackwood Partnership. (7)
10.6 Lease dated September 1, 1985, between the Company and Elftmann,
Wyers Partnership. (7)
*10.7 1989 Stock Option Plan. (5)
*10.8 Amended and Restated Employees Stock Purchase Plan. (3)
*10.9 Directors Nonstatutory Stock Option Plan. (3)
10.10 Shareholders Agreement among FSI International, Inc. and Mitsui &
Co., Ltd. and Chlorine Engineers Corp. Ltd. dated as of August 14,
1991. (8)
10.11 FSI Exclusive Distributorship Agreement dated as of August 14, 1991
between FSI International, Inc. and m.FSI, Ltd. (8)
10.12 FSI Licensing Agreement dated as of August 14, 1991, between FSI
International, Inc. and m.FSI, Ltd. (8)
10.13 License Agreement, dated October 15, 1991, between the Company and
Texas Instruments Incorporated. (9)
10.14 Amendment No. 1, dated April 10, 1992, to the License Agreement,
dated October 15, 1991, between the Company and Texas Instruments
Incorporated. (9)
10.15 Amendment effective October 1, 1993 to the License Agreement, dated
October 15, 1991 between the Company and Texas Instruments
Incorporated. (10)
*10.16 Amended and Restated Directors' Nonstatutory Stock Option Plan.
(11)
Page 12 of 15
<PAGE>
*10.17 Management Agreement between FSI International, Inc. and Robert E.
Cavins, effective as of March 28, 1994. (11)
*10.18 Management Agreement between FSI International, Inc. and Dale A.
Courtney, effective as of March 28, 1994. (11)
*10.19 Management Agreement between FSI International, Inc. and Joel A.
Elftmann, effective as of March 28, 1994. (11)
*10.20 Management Agreement between FSI International, Inc. and Timothy D.
Krieg, effective as of March 28, 1994. (11)
*10.21 Management Agreement between FSI International, Inc. and Peter A.
Pope, effective as of March 28, 1994. (11)
*10.22 Management Agreement between FSI International, Inc. and Benno G.
Sand, effective as of March 31, 1994. (11)
*10.23 Management Agreement between FSI International, Inc. and Benjamin J.
Sloan, effective as of March 28, 1994. (11)
*10.24 Management Agreement between FSI International, Inc. and J. Wayne
Stewart, effective as of March 28, 1994. (11)
*10.25 FSI International, Inc. 1994 Omnibus Stock Plan. (12)
*10.26 FSI International, Inc. 1995 Incentive Plan (13)
*10.27 FSI International, Inc. 1996 Incentive Plan (13)
10.28 First Amendment to Lease made and entered into October 31, 1995 by
and between Lake Hazeltine Properties and FSI International, Inc.
(13)
10.29 Distribution Agreement made and entered into as of July 6, 1995 by
and between FSI International, Inc. and Metron Semiconductors Europa
B.V. (Exhibits to Agreement omitted) (13)
10.30 Lease dated August 9, 1995 between Skyline Builders, Inc. and FSI
International, Inc. (13)
10.31 Lease Rider dated August 9, 1995 between Skyline Builders, Inc. and
FSI International, Inc. (13)
10.32 Lease Amendment dated November 15, 1995 between Roland A. Stinski and
FSI International, Inc. (Exhibits to Amendment omitted) (13)
11.1 Computation of Per Share Earnings of FSI International, Inc.
27.0 Financial Data Schedule
- ----------------------------
(1) Filed as an Exhibit to the Company's Report on Form 8-K dated January 5,
1995, as amended, File No. 0-17276, and incorporated by reference.
(2) Filed as an Exhibit to the Company's Registration Statement on Form S-3
dated January 5, 1995, SEC File No. 33-88250 and incorporated by reference.
(3) Filed as an Exhibit to the Company's Report on Form 10-Q for the quarter
ended February 24, 1990, SEC File No. 0-17276, and incorporated by
reference.
(4) Filed as an Exhibit to the Company's Registration Statement on Form S-1,
SEC File No. 33-25035, and incorporated by reference.
(5) Filed as an Exhibit to the Company's Report on Form 10-K for the fiscal
year ended August 26, 1989, SEC File No. 0-17276, and incorporated by
reference.
(6) Filed as an Exhibit to the Company's Report on Form 10-K for the fiscal
year ended August 25, 1990, as amended by Form 8 dated December 20, 1990,
and by Form 8 dated February 5, 1991, SEC File No. 0-17276, and
incorporated by reference. Similar agreements between the Company and each
of Robert E. Cavins, J. Wayne Stewart, Benjamin J. Sloan, Dale A. Courtney,
Peter A. Pope, Benno G. Sand and Timothy D. Krieg have been omitted, but
will be filed upon the request of the Commission.
Page 13 of 15
<PAGE>
(7) Filed as an Exhibit to the Company's Registration Statement on Form S-1,
SEC File No. 33-25035, and incorporated by reference.
(8) Filed as an Exhibit to the Company's Report on Form 10-K for the fiscal
year ended August 31, 1991, as amended by Form 8 dated January 7, 1992,
SEC File No. 0-17276, and incorporated by reference.
(9) Filed as an Exhibit to the Company's Report on Form 10-Q for the fiscal
quarter ended February 29, 1992, File No. 0-17276, and incorporated by
reference.
(10) Filed as an Exhibit to the Company's Report on Form 10-K for the fiscal
year ended August 27, 1993, SEC File No. 0-17276, and incorporated by
reference.
(11) Filed as an Exhibit to the Company's Report on Form 10-Q for the fiscal
quarter ended May 28, 1994, SEC File No. 0-17276, and incorporated by
reference.
(12) Filed as an Exhibit to the Company's Report on Form 10-K for the fiscal
year ended August 27, 1994, SEC File No. 0-17276, and incorporated by
reference.
(13) Filed as an Exhibit to the Company's Report on Form 10-K for the fiscal
year ended August 26, 1995, SEC File No. 0-17276, and incorporated by
reference.
Page 14 of 15
<PAGE>
FSI INTERNATIONAL, INC. AND SUBSIDIARIES
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FSI INTERNATIONAL, INC.
. . . . . . . . . . . . . . . . . .
[Registrant]
DATE: January 8, 1996
By: /s/Benno Sand
-------------------------------
Benno Sand
Executive Vice President and
Chief Financial Officer
on behalf of the
Registrant and as
Principal Financial Officer
Page 15 of 15
<PAGE>
Exhibit 11.1
FSI INTERNATIONAL, INC. AND SUBSIDIARIES
COMPUTATION OF INCOME PER COMMON SHARE
QUARTER ENDED:
------------------------------
NOV 26, 1994 NOV 25, 1995
------------------------------
PRIMARY:
AVERAGE SHARES OUTSTANDING 13,235,100 20,297,385
NET EFFECT OF DILUTIVE STOCK
OPTIONS AND WARRANTS -- BASED ON
THE TREASURY STOCK METHOD 1,181,999 1,267,532
---------- ----------
TOTAL 14,417,099 21,564,917
========== ==========
NET INCOME $3,050,429 $7,544,157
========== ==========
PRIMARY PER SHARE AMOUNTS $0.21 $0.35
========== ==========
FULLY DILUTED:
AVERAGE SHARES OUTSTANDING 13,235,100 20,297,385
NET EFFECT OF DILUTIVE STOCK
OPTIONS AND WARRANTS -- BASED ON
THE TREASURY STOCK METHOD 1,240,744 1,090,399
---------- ----------
TOTAL 14,475,844 21,387,784
========== ==========
NET INCOME $3,050,429 $7,544,157
========== ==========
FULLY DILUTED PER SHARE AMOUNTS $0.21 $0.35
========== ==========
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
FSI International Inc.'s Quarterly Report on Form 10-Q for the quarterly period
ended November 25, 1995 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<RESTATED> <F1>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> AUG-31-1996 AUG-26-1995
<PERIOD-START> AUG-27-1995 AUG-28-1994
<PERIOD-END> NOV-25-1995 NOV-26-1994
<CASH> 62,500,518 7,303,571
<SECURITIES> 38,088,650 0
<RECEIVABLES> 56,042,002 27,715,259
<ALLOWANCES> 1,375,000 675,000
<INVENTORY> 32,285,603 17,824,657
<CURRENT-ASSETS> 196,882,200 59,317,106
<PP&E> 44,285,322 19,329,114
<DEPRECIATION> (16,127,758) (12,993,116)
<TOTAL-ASSETS> 240,160,070 76,054,895
<CURRENT-LIABILITIES> 53,394,948 30,398,064
<BONDS> 0 0
<COMMON> 144,524,794 28,936,373
0 0
0 0
<OTHER-SE> 41,345,194 16,698,037
<TOTAL-LIABILITY-AND-EQUITY> 240,160,070 76,054,895
<SALES> 62,147,725 30,184,769
<TOTAL-REVENUES> 62,147,725 30,184,769
<CGS> 35,127,368 16,263,325
<TOTAL-COSTS> 35,127,368 16,263,325
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (9,115) (5,605)
<INCOME-PRETAX> 9,569,953 2,840,224
<INCOME-TAX> 3,420,065 790,195
<INCOME-CONTINUING> 7,544,157 3,050,429
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 7,544,157 3,050,429
<EPS-PRIMARY> .35 .21
<EPS-DILUTED> .35 .21
<FN>
<F1> All financial statements have been restated to reflect the merger with
Applied Chemical Solutions. The merger was accounted for as a pooling of
interests. All share and per share amounts have been restated to reflect a
2-for-1 stock split to holders of record on June 13, 1995.
</FN>
</TABLE>
