SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 11, 1998
Date of Report
(Date of earliest event reported)
ATMI, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
02-21428 06-1481060
(Commission File Number) (IRS Employer Identification No.)
7 Commerce Drive
Danbury, Connecticut 06810
(Address of principal executive offices) (Zip Code)
(203) 794-1100
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On February 11, 1998, ATMI, Inc. ("ATMI" or the "Company") announced its
financial results for the fourth quarter of 1997 and the fiscal year ended
December 31, 1997. All results are based on pooling-of-interest treatments of
the October 10, 1997 acquisitions of Advanced Delivery & Chemical Systems
Nevada, Inc and its affiliates (the "ADCS Group") and Lawrence Semiconductor
Laboratories, Inc. and its affiliate ("Lawrence").
Fourth quarter revenues increased 31% to a record $28.3 million compared
with $21.6 million in the fourth quarter of 1996. Product revenues increased
37%, while contract revenues continued to decrease, to approximately 7% of
overall revenues. Net income, excluding non-recurring charges, increased 59% to
$4.3 million, or $0.23 per share on a diluted basis, compared to the 1996 fourth
quarter net income, excluding non-recurring charges, of $2.7 million or $0.14
per share.
Revenues for the year increased to $101.9 million from $88.7 million in
1996. This 15% increase was impacted by a decline in revenues during the first
half of 1997 at the ADCS Group and Lawrence, prior to their acquisition by ATMI.
Net income for 1997, excluding non-recurring charges, climbed 15% to $13.4
million, or $0.72 per share on a diluted basis, from $11.7 million, excluding
non-recurring charges, or $0.63 per share on a diluted basis, in 1996.
A previously announced one-time charge of $9.0 million was recognized in
the fourth quarter of 1997 relating to transaction costs incurred in connection
with the acquisitions of the ADCS Group and Lawrence. Inclusive of this charge,
the Company had a net loss of $4.7 million in the fourth quarter of 1997, or
$0.25 per share on a diluted basis, and net income of $4.4 million for the year,
or $0.24 per share. The 1996 earnings were affected by a $2.0 million one-time
charge related to litigation settlement payments that Lawrence incurred prior to
its acquisition by ATMI, and certain tax adjustments. Inclusive of these
amounts, the Company had earnings of $1.5 million and $12.0 million for the
fourth quarter and entire year of 1996, respectively, or $0.08 and $0.65 per
share on a diluted basis.
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<TABLE>
<CAPTION>
ADVANCED TECHNOLOGY MATERIALS, INC.
SUMMARY FINANCIAL INFORMATION
Three Months Ended Year Ended
December 31, December 31,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Product revenues $ 26,330,000 $19,218,000 $ 92,757,000 $78,815,000
Contract revenues 1,999,000 2,367,000 9,120,000 9,846,000
--------- --------- --------- ---------
Total revenues 28,329,000 21,585,000 101,877,000 88,661,000
Cost of product revenues 11,350,000 8,355,000 40,817,000 32,890,000
Cost of contract revenues 1,892,000 2,010,000 7,867,000 8,341,000
--------- --------- --------- ---------
Gross profit 15,087,000 11,220,000 53,193,000 47,430,000
Operating expenses
R & D 2,718,000 2,911,000 10,581,000 9,838,000
S, G, & A 5,961,000 4,709,000 23,153,000 20,590,000
Non-recurring charges 9,000,000 2,000,000 9,000,000 2,000,000
--------- --------- --------- ---------
17,679,000 9,620,000 42,734,000 32,428,000
Operating income (loss) (2,592,000) 1,600,000 10,459,000 15,002,000
Other income (expense) 59,000 71,000 (97,000) 173,000
------ ------ ------- -------
Income (loss) before taxes (2,533,000) 1,671,000 10,362,000 15,175,000
Income taxes 2,159,000 216,000 5,941,000 3,158,000
Net income (loss) $ (4,692,000) $ 1,455,000 $ 4,421,000 $12,017,000
============ =========== ============ ===========
Net income (loss) per share
Basic $ (0.27) $ 0.08 $ 0.26 $ 0.70
Diluted $ (0.25) $ 0.08 $ 0.24 $ 0.65
Weighted average number
of shares used in
computation
Basic 17,421,000 17,287,000 17,288,000 17,266,000
Diluted 18,649,000 18,427,000 18,660,000 18,394,000
</TABLE>
<TABLE>
<CAPTION>
Balance Sheet Highlights December 31, December 31,
1997 1996
---- ----
<S> <C> <C>
Assets
Cash & marketable securities $ 28,900,000 $30,800,000
Other current assets 30,500,000 25,200,000
Other assets 44,000,000 37,200,000
---------- ----------
Total assets $103,400,000 $93,200,000
============ ===========
Liabilities and stockholders' equity
Current liabilities 22,200,000 19,500,000
Other liabilities 20,000,000 18,100,000
Stockholders' equity 61,200,000 55,600,000
---------- ----------
Total liabilities & stockholders' equity $103,400,000 $93,200,000
============ ===========
</TABLE>
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SIGNATURE
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 hereunto duly authorized.
Date: February 11, 1998 ATMI, INC.
/s/ Daniel P. Sharkey
Daniel P. Sharkey
Vice President, Chief Financial Officer and Treasurer
