SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] 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: 0-22756
ATMI, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1481060
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 Commerce Drive, Danbury, CT 06810
(Address of principal executive offices) (Zip Code)
203-794-1100
(Registrant's telephone number, including area code)
- - --------------------------------------------------------------------------------
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. Yes x No __
The number of shares outstanding of the registrant's common stock as of April
30, 1998 was 20,441,942.
<PAGE>
ATMI, INC.
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 1998
TABLE OF CONTENTS
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet.............................................. 3
Consolidated Statement of Income........................................ 4
Consolidated Statement of Cash Flows.................................... 5
Notes to Consolidated Interim Financial Statements...................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk.......... 12
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K.................................... 12
Signatures.................................................................. 14
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
ATMI, Inc.
Consolidated Balance Sheet
<CAPTION>
March 31, December 31,
1998 1997
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 12,628,000 $ 11,550,000
Marketable securities 71,449,000 17,461,000
Accounts receivable, net of allowance for
doubtful accounts of $448,000 in 1998
and $405,000 in 1997 20,164,000 19,784,000
Notes and other receivables 1,212,000 1,197,000
Inventories 9,291,000 7,717,000
Other 2,700,000 2,873,000
--------- ---------
Total current assets 117,444,000 60,582,000
Property and equipment, net 36,810,000 36,032,000
Goodwill and other long-term assets, net 6,493,000 6,532,000
------------ ------------
$160,747,000 $103,146,000
============ ============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 5,286,000 $ 4,977,000
Accrued expenses 6,260,000 6,436,000
Accrued commissions 2,464,000 2,113,000
Notes payable, current portion 2,163,000 2,655,000
Capital lease obligations, current portion 2,395,000 2,671,000
Income taxes and other current payables 722,000 1,797,000
------------- -------------
Total current liabilities 19,290,000 20,649,000
Notes payable, less current portion 8,414,000 8,288,000
Capital lease obligations 5,621,000 6,238,000
Deferred income taxes and other long-term
liability 4,439,000 5,504,000
Minority interest 650,000 595,000
Stockholders' equity:
Preferred stock, par value $.01: 2,000,000
shares authorized; none issued and outstanding - -
Common stock, par value $.01: 30,000,000 shares
authorized; issued and outstanding 20,181,701
in 1998 and 18,149,676 in 1997 202,000 181,000
Additional paid-in capital 96,253,000 40,451,000
Cumulative translation adjustment (926,000) (1,099,000)
Retained earnings 26,804,000 22,339,000
-------------- -------------
Total stockholders' equity 122,333,000 61,872,000
------------- -------------
$ 160,747,000 $ 103,146,000
============= =============
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
ATMI, Inc.
Consolidated Statement of Income
(unaudited)
<CAPTION>
Three months ended March 31,
1998 1997
<S> <C> <C>
Revenues:
Product revenues $ 25,021,000 $ 19,895,000
Contract revenues 2,355,000 2,618,000
------------ ------------
Total revenues 27,376,000 22,513,000
Cost of revenues:
Cost of product revenues 10,625,000 9,329,000
Cost of contract revenues 1,721,000 2,158,000
------------ ------------
Total cost of revenues 12,346,000 11,487,000
------------ ------------
Gross profit 15,030,000 11,026,000
Operating expenses:
Research and development 2,788,000 2,465,000
Selling, general and administrative 5,590,000 5,155,000
------------ ------------
8,378,000 7,620,000
------------ ------------
Operating income 6,652,000 3,406,000
Interest income 400,000 392,000
Interest expense (412,000) (376,000)
Other income (expense), net 108,000 (5,000)
------------ ------------
Income before taxes and minority interest 6,748,000 3,417,000
Income taxes 2,228,000 920,000
------------ ------------
Income before minority interest 4,520,000 2,497,000
Minority interest (55,000) 19,000
------------ ------------
Net income $ 4,465,000 $ 2,516,000
============ ============
Net income per share-basic $ 0.25 $ 0.15
============ ============
Net income per share-assuming dilution $ 0.24 $ 0.13
============ ============
Weighted average shares outstanding 17,586,000 17,352,000
============ ============
Weighted average shares outstanding-assuming
dilution 18,853,000 18,732,000
============ ============
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
ATMI, Inc.
Consolidated Statement of Cash Flows
(unaudited)
<CAPTION>
Three months ended March 31,
1998 1997
<S> <C> <C>
Operating activities
Net income $ 4,465,000 $ 2,516,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,493,000 1,306,000
Deferred income taxes 3,000 333,000
Minority interest in net earnings of
consolidated subsidiaries 55,000 (19,000)
Changes in operating assets and liabilities
Increase in accounts and notes receivable (395,000) (2,392,000)
Increase in inventory (1,574,000) (871,000)
Decrease (increase) in other assets 280,000 (1,603,000)
Increase in accounts payable 309,000 1,546,000
Increase in accrued expenses 175,000 351,000
(Decrease) increase in other liabilities (2,143,000) 96,000
------------ ------------
Total adjustments (1,797,000) (1,253,000)
------------ ------------
Net cash provided by operating activities 2,668,000 1,263,000
------------ ------------
Investing activities
Capital expenditures (2,197,000) (3,330,000)
Long term investment -- (250,000)
(Purchase) sale of marketable securities, net (53,988,000) 493,000
------------ ------------
Net cash used by investing activities (56,185,000) (3,087,000)
------------ ------------
Financing activities
Principal payments on capital lease obligations (893,000) (443,000)
Principal payments on notes payable (366,000) (350,000)
Proceeds from sale of common shares, net 55,722,000 --
Proceeds from the exercise of stock options
and warrants 101,000 141,000
------------ ------------
Net cash provided (used) by financing activities 54,564,000 (652,000)
------------ ------------
Effects of exchange rate changes on cash 31,000 (27,000)
Net increase (decrease) in cash and cash
equivalents 1,078,000 (2,503,000)
Cash and cash equivalents, beginning
of period 11,550,000 12,574,000
------------ ------------
Cash and cash equivalents, end of period $ 12,628,000 $ 10,071,000
============ ============
</TABLE>
See accompanying notes.
<PAGE>
ATMI, Inc.
Notes To Consolidated Interim Financial Statements
(unaudited)
1. Basis of Presentation
The accompanying unaudited interim financial statements of ATMI, Inc.
("ATMI" or the "Company") have been prepared in accordance with the instructions
to Form 10-Q and Rule 10.01 of Regulation S-X and do not include all of the
financial information and disclosures required by generally accepted accounting
principles.
In the opinion of the management of ATMI, Inc. the financial information
contained herein has been prepared on the same basis as the audited Consolidated
Financial Statements contained in the Company's Form 10-K for the year ended
December 31, 1997, and includes adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the unaudited quarterly results set
forth herein. The Company's quarterly results have, in the past, been subject to
fluctuation and, thus, the operating results for any quarter are not necessarily
indicative of results for any future fiscal period.
2. Per Share Data
In 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
128, "Earnings per Share," which was adopted in the fourth quarter of 1997. This
new rule changes the way earnings per share is calculated and requires
restatement of all reported prior period amounts. Under the new requirements,
basic earnings per share is calculated by dividing net earnings by the
weighted-average number of common shares outstanding during the period. The
diluted earnings per share computation includes the effect of shares which would
be issuable upon the exercise of outstanding stock options, reduced by the
number of shares which are assumed to be purchased by the Company from the
resulting proceeds at the average market price during the period.
The following table presents the computation of basic and diluted earnings
per share for the three months ended March 31:
<TABLE>
<S> <C> <C>
1998 1997
------------ -----------
Numerator:
Net income $ 4,465,000 $ 2,516,000
=========== ===========
Denominator:
Denominator for basic earnings per share-
weighted-average share 17,586,000 17,352,000
Dilutive effect of contingent shares related
to the ADCS Group acquisition 700,000 700,000
Dilutive effect of employee stock options
and warrants, net of tax benifit 567,000 680,000
---------- ----------
Denominator for diluted earnings per share 18,853,000 18,732,000
========== ==========
Net income per share-basic $ 0.25 $ 0.15
=========== ===========
Net income per share-assuming dilution $ 0.24 $ 0.13
</TABLE>
=========== ===========
3. Inventory
Inventory is comprised of the following:
<TABLE>
<S> <C> <C>
March 31, December 31,
1998 1997
------------ ------------
Raw materials $ 7,954,000 $ 6,682,000
Work in process 934,000 946,000
Finished goods 1,386,000 1,074,000
--------- ---------
10,274,000 8,702,000
Obsolescence reserve (983,000) (985,000)
-------- --------
$ 9,291,000 $ 7,717,000
============ ===========
</TABLE>
4. Comprehensive Income
During the first quarter of 1998, the Company adopted FASB Statement No.
130, Reporting Comprehensive Income. Statement No. 130 requires the reporting of
comprehensive income in addition to net income from operations. Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically has not been
recognized in the calculation of net income.
During the first quarter of 1998, the Company engaged in transactions
involving foreign currency, resulting in an unrealized gain of $173,000 before
tax. The following table presents the computation of comprehensive income at
March 31:
<TABLE>
<S> <C> <C>
1998 1997
----------- -----------
Net income $ 4,465,000 $ 2,516,000
----------- -----------
Other comprehensive income, before tax:
Foreign currency translation adjustments 173,000 (27,000)
----------- -----------
Other comprehensive income, net of tax $ 4,638,000 $ 2,489,000
=========== ===========
</TABLE>
5. Merger and Acquisition
On February 20, 1998, the Company announced that it had entered into a
definitive merger agreement with NOW Technologies, Inc. ("NOW Technologies")
pursuant to which NOW Technologies would become a wholly-owned subsidiary of the
Company. The closing of the merger agreement is subject to the approval of the
shareholders of NOW Technologies and appropriate government agencies and to the
satisfaction of other customary conditions. While the exact number of shares of
Common Stock to be issued by the Company to the shareholders of NOW Technologies
will not be determined until the third trading day prior to the closing, the
number of shares to be issued will range from 1.32 million to 1.59 million
(excluding shares issuable upon exercise of outstanding options). The merger is
intended to be treated as a tax-free reorganization and to be accounted for as a
pooling of interests. NOW Technologies is a manufacturer and distributor of
semiconductor materials packaging systems, particularly for advanced photoresist
materials. A non-recurring charge of approximately $2,000,000 will be expensed
in conjunction with this merger in the period when the transaction is completed.
<PAGE>
6. Public Offering
On March 31, 1998, the Company completed a registered underwritten public
offering of 4,720,000 shares of the Company's Common Stock. Of such shares,
2,000,000 shares were sold by the Company and 2,720,000 shares were sold by
certain stockholders of the Company. In addition, the Company and those certain
stockholders granted to the underwriters an option to purchase up to 257,291 and
450,709 additional shares of Common Stock, respectively, to cover
over-allotments, if any. On April 2, 1998, the over-allotment was exercised in
full.
As a result of the offering at the end of March and exercise by the
underwriters of the over-allotment in early April, the Company received net
proceeds of approximately $55.7 and $7.2 million, respectively, from the sale of
2.26 million shares.
Approximately $55.7 million, net of $0.5 million of issuance cost has been
reflected on the balance sheet at March 31, 1998.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview
ATMI was incorporated in Delaware in 1997 and is the successor registrant
to Advanced Technology Materials, Inc. which was incorporated in Connecticut in
1986 and reincorporated in Delaware in 1987. The Company is a leading supplier
of specialty thin film materials and delivery systems, point-of-use
environmental equipment and epitaxial processing services for the semiconductor
industry. Product revenues include revenues from the sale of consumable thin
film materials and materials delivery systems, environmental equipment,
consumable resins for effluent abatement and processed epitaxial wafers. Product
revenues are recognized upon the shipment of those products. The Company also
derives revenues from contract research and development activities related to
high performance semiconductor materials and devices and from royalties
generated under various license agreements. Contract revenues are recognized
using a percentage-of-completion method based upon costs incurred and estimated
future costs.
A substantial majority of ATMI's revenues track "wafer starts" within the
semiconductor industry, or the volume of silicon wafers processed into fully
functional semiconductor devices. These include revenues derived from the sale
of specialty thin film materials that are used in chemical vapor deposition
("CVD") processes and the delivery systems for these materials. Manufacturers
seek to replenish these consumable materials on a continuing basis. Furthermore,
once the Company's specialty materials are qualified for a specific process, the
Company's customers typically source materials from the Company for the lifetime
of the process, generating a recurring revenue stream. Similarly, the Company
derives a recurring revenue stream from the sale of resins that are used in
certain of its environmental equipment products. Additionally, the Company's
epitaxial wafer processing services revenues are directly tied to the number of
wafers processed for the Company's customers. A smaller portion of ATMI's
revenues, principally those derived from environmental equipment sales, track
new semiconductor plant construction.
The Company's products are based primarily on proprietary and patented CVD
technologies used in the manufacture of semiconductor devices. The Company's
strategy has been to use these technologies to develop and, in conjunction with
industry collaborators, sequentially introduce products into high growth markets
of the semiconductor industry. Using this phased commercialization strategy, the
Company has been able to develop its core CVD technologies and establish
businesses to support further commercialization of its products. The Company has
also used a targeted acquisition strategy to assist in building critical mass
and market position in each of the markets it serves.
The Company has used a targeted acquisition strategy to assist in building
critical mass and market position in the niches the Company serves. In 1994, ATM
acquired Vector Technical Group, Inc. ("Vector"), and in conjunction with the
sale of certain Novapure product lines to Millipore Corporation in September
1994, formed ATMI EcoSys Corporation ("EcoSys") by merging the retained
operations of Novapure with those of Vector. In 1995, ATM acquired the Guardian
product line from Messer Griesheim Industries, Inc. and folded that product line
into EcoSys. In 1995, ATM acquired Epitronics Corporation, and in early 1996,
combined that business with the ATM's former Diamond Electronics division under
the Epitronics name. In October 1997, ATMI acquired the ADCS Group and LSL. The
ADCS Group manufactures and distributes ultra-high purity semiconductor thin
film materials. LSL was an outsourcer of epitaxial processing of silicon wafers
using chemical vapor deposition technology to meet customer specifications. The
operations of the ADCS Group were integrated with the operations of ATMI's
NovaMOS division under the ADCS name and the operations of LSL with the
operations of ATMI's Epitronics division under the Epitronics name.
<PAGE>
The following table sets forth, for the periods indicated, the percentage
relationship to total revenues of certain items in ATMI's Consolidated Statement
of Income:
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
<S> <C> <C>
Product revenues 91.4% 88.4%
Contract revenues 8.6 11.6
----- -----
Total revenues 100.0 100.0
Cost of revenues 45.1 51.0
----- -----
Gross profit 54.9 49.0
Operating expenses:
Research and development 10.2 11.0
Selling, general and administrative 20.4 22.9
----- -----
Total operating expenses 30.6 33.9
----- ----
Operating income 24.3 15.1
Interest income (expense), net 0.0 0.1
Other income, net 0.4 0.0
----- -----
Income before income taxes and minority interest 24.7 15.2
Income taxes 8.2 4.1
----- -----
Income before minority interest 16.5 11.1
Minority interest (0.2) 0.1
----- ----
Net income 16.3% 11.2%
===== =====
</TABLE>
Results of Operations
Three Months Ended March 31, 1998 and 1997.
Revenues. Total revenues increased 21.6% to approximately $27,376,000 in
the three months ended March 31, 1998 from approximately $22,513,000 in the same
three month period in 1997. Product revenues increased 25.8% to approximately
$25,021,000 in the three months ended March 31, 1998 from approximately
$19,895,000 in the comparable period in 1997. The product revenue growth was
primarily attributable to the continued expansion of SDS product sales,
increased material sales at ADCS and growth in sales of silicon epi services at
Epitronics. Contract revenues decreased 10.0% to approximately $2,355,000 in the
quarter ended March 31, 1998 from approximately $2,618,000 in the same three
month period in 1997. The decrease in the 1998 quarter reflected a general
decrease in government funding of the Company's research activities as well as
completion of various existing government contracts.
Gross Profit. Gross profit increased 36.3% to approximately $15,030,000 in
the quarter ended March 31, 1998 from approximately $11,026,000 in the quarter
ended March 31, 1997. Gross margin increased to 54.9% of revenues in the three
month period in 1998 from 49.0% of revenues in the three month period in 1997.
Gross profit from product revenues increased 36.3% to approximately
$14,396,000 in the three months ended March 31, 1998 from approximately
$10,566,000 in the same three month period a year ago. Gross margin on product
revenues increased to 57.5% in the 1998 period from 53.1% in the 1997 period.
This increase was due principally to a shift in product mix towards higher
margin consumable product lines, which includes the SDS product.
Gross profit on contract revenues increased 37.8% to approximately $634,000
in the quarter ended March 31, 1998 from approximately $460,000 in the same
quarter a year ago. Gross margin on contract revenues increased to 26.9% in the
first quarter of 1998 from 17.8% in the first quarter of 1997. The increase in
contract margin resulted from the completion of certain firm-fixed price
contracts in the quarter. Additionally, contract margins can vary slightly from
year to year based on the mix of cost-type, firm fixed price and cost share
arrangements.
Research and Development Expenses. Research and development expenses
increased 13.1% to approximately $2,788,000 in the first three months of 1998
from approximately $2,465,000 in the first three months of 1997. The increase in
the first quarter of 1998 was principally due to development efforts surrounding
the Company's advanced thin film materials technology and application-specific
product development efforts within the recently announced Emosyn venture. As a
percentage of revenues, research and development expenses decreased to 10.2% in
the 1998 quarter from 11.0% in the 1997 quarter.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 8.4% to approximately $5,590,000 in the three
months ended March 31, 1998 from approximately $5,155,000 in the same three
month period in 1997. The increase in the 1998 quarter was primarily due to
increased administrative costs, increased commissions on higher product revenues
and increased marketing activities. As a percentage of revenues, these expenses
decreased to 20.4% in the three month period in 1998 from 22.9% in the
comparable period in 1997 due to the faster growing consumable product lines
requiring less variable selling cost than the equipment lines.
Other Income, Net. Other income, including interest income and expense
increased to approximately $96,000 in the quarter ended March 31, 1998 from
approximately $11,000 in the quarter ended March 31, 1997. The increase in the
1998 quarter related to a decrease in interest expense as a result of decreases
in outstanding debt balances and an increase in interest income due to an
increase in the cash position of the Company at March 31, 1998 compared to March
31, 1997. There was no significant increase in interest income from the public
offering due to its completion at the end of the first quarter of 1998.
Income Taxes. ATMI's income tax expense related primarily to federal and
state taxes on income generated, partially offset by various foreign and
research and development credits available. Income tax expense in the quarter
ended March 31, 1998 was $2,228,000 up from $920,000 in the same quarter a year
ago. The Company's loss carryforwards were fully utilized in 1997, causing a 33%
effective tax rate at March 31, 1998.
Earnings per Share. Earnings per share-assuming dilution improved to $.24
for the first quarter of 1998 compared with a $.13 earnings per share-assuming
dilution in the first quarter of 1997. There was no material change in shares
outstanding for the first quarter of 1998 when compared to the first quarter of
1997.
Liquidity and Capital Resources
To date, the Company has financed its activities through the sale of
equity, external research and development funding, various lease and debt
instruments and operations. The Company's working capital increased to $98.2
million at March 31, 1998 from $39.9 million at December 31, 1997, due primarily
to a public offering completed in late March, 1998.
Net cash provided by operations was approximately $2.7 million during the
three months ended March 31, 1998 due primarily to the increased profitability
of operations compared to $1.3 million provided during the same three month
period in 1997. Working capital increases in the first quarter of 1998 and 1997,
most notably in accounts receivables and inventories, resulted in a significant
use of cash, which were partially offset by increases in accounts payable and
accrued expenses.
In March and April 1998, the Company completed a registered underwritten
public offering of 5,428,000 shares of its Common Stock. Of such shares,
2,257,291 shares were sold by ATMI, and 3,170,709 shares were sold by certain
stockholders of ATMI. Net proceeds, from the offering including exercise by the
underwriters of the over-allotment, to ATMI were approximately $62.9 million.
<PAGE>
The Company generated approximately $54.6 million from financing activities
during the 1998 quarter, primarily due to the completion of the public offering,
compared to a utilization of cash of approximately $0.7 million from financing
activities in the first quarter of 1997. The Company invested approximately
$54.0 million of the proceeds raised from the sale of its Common Stock into
marketable securities for future working capital requirements and potential
merger and acquisition activities.
During the first quarter of 1998, cash was used for the purchase of
approximately $2.2 million in capital equipment, primarily related to
installation of additional manufacturing capacity in Danbury, Connecticut and at
the ADCS-manufacturing facilities in Burnet, Texas In the previous year's first
quarter, the Company incurred approximately $3.3 million in capital expenditures
primarily related to installation of SDS manufacturing capacity in Danbury and
epitaxial capacity at Epitronics in Phoenix, Arizona.
ATMI believes the proceeds from its public offering of Common Stock in
combination with existing cash balances, marketable securities, existing sources
of liquidity and anticipated funds from operations, including those of the newly
acquired businesses, will satisfy its projected working capital and other cash
requirements through at least the end of 1999. However, ATMI believes the level
of financing resources available to it is an important competitive factor in its
industry and may seek additional capital prior to the end of that period.
Additionally, ATMI considers, on a continuing basis, potential acquisitions of
technologies and businesses complementary to its current business. Other than
the proposed acquisition of NOW Technologies, there are no present
understandings, commitments or agreements with respect to any such acquisition.
However, any such transaction may affect ATMI's future capital needs.
Safe Harbor Statement
Statements which are not historical facts in this report are forward
looking statements, made on a good faith basis. Such forward looking statements,
including those expressing confidence about the Company's expectations for
demand and sales of new and existing products, semiconductor industry and market
segment growth, and market and technology opportunities, all involve risk and
uncertainties. Actual results may differ materially from forward looking
statements, for reasons including, but not limited to, changes in the pattern of
semiconductor industry growth or the markets the Company sells products for,
customer interest in the Company's products, product and market competition,
delays or problems in the development and commercialization of the Company's
products, or technological change affecting the Company's core thin film
competencies.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
PART II- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
Exhibit No. Description
2.01 Merger Agreement by and among ATMI, Inc., Glide Acquisition,
Inc. and NOW Technologies, Inc dated as of
February 19, 1998 (Exhibit 2.03 to ATMI's Registration Statement
on Form S-1, Registration No.333-46609 and incorporated by
reference herein)
27.01 Financial Data Schedule (Filed herewith)
b. Reports on Form 8-K.
On February 11, 1998, the Company filed a Current Report on Form 8-K dated
February 11, 1998 reporting in Item 5 thereof the announced financial results
for the fourth quarter of 1997 and fiscal year ended December 31, 1997.
On February 19, 1998, the Company filed a Current Report on Form 8-K dated
February 19, 1998 reporting in Item 5 thereof the entering into a definitive
merger agreement with NOW Technologies, Inc.
<PAGE>
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.
ATMI, Inc.
May 12, 1998
By _____________________________
Eugene G. Banucci, Ph.D.,
President, Chief Executive Officer, Chairman of the
Board and Director
By _____________________________
Daniel P. Sharkey, Vice President, Chief Financial
Officer and Treasurer (Chief Accounting Officer)
================================================================================
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
2.01 Merger Agreement by and among ATMI, Inc., Glide Acquisition, Inc.
and NOW Technologies, Inc dated as of February 19, 1998 (Exhibit
2.03 to ATMI's Registration Statement on Form S-1, Registration
No. 333-46609 and incorporated by reference herein)
27.0 Financial Data Schedule (Filed herewith)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS 3-MOS 3-MOS
<FISCAL-YEAR-END> Dec-31-1995 Dec-31-1996 Dec-31-1997 Dec-31-1998
<PERIOD-END> Dec-31-1995 Dec-31-1996 Mar-31-1997 Mar-31-1998
<CASH> 11962 12574 10583 12628
<SECURITIES> 21856 18238 17218 71449
<RECEIVABLES> 12890<F1> 13804<F1> 16196<F1> 20164<F1>
<ALLOWANCES> 0 0 0 0
<INVENTORY> 3579 6503 8641 9291
<CURRENT-ASSETS> 52343 56036 57790 117444
<PP&E> 19522<F2> 30660<F2> 34494<F2> 36810<F2>
<DEPRECIATION> 0 0 0 0
<TOTAL-ASSETS> 78590 93191 99366 160747
<CURRENT-LIABILITIES> 18122 19450 22328 19290
<BONDS> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 178 179 183 202
<OTHER-SE> 45118 55473 58102 122333
<TOTAL-LIABILITY-AND-EQUITY> 78590 93191 99366 160747
<SALES> 60172 88661 22513 27376
<TOTAL-REVENUES> 60172 88661 22513 27376
<CGS> 29723 41231 11487 12346
<TOTAL-COSTS> 29723 41231 11487 12346
<OTHER-EXPENSES> 5697<F3> 9838<F3> 2465<F3> 2788<F3>
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 1320 1635 376 412
<INCOME-PRETAX> 7966 15024 3417 6748
<INCOME-TAX> 2888 3158 920 2228
<INCOME-CONTINUING> 0 0 0 0
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 5088 12017 2516 4465
<EPS-BASIC> .32 .70 .15 .25
<EPS-ASSUMING DILUTION> .30 .65 .13 .24
<FN>
<F1>Net of allowance for doubtful accounts, consistent with balance sheet
presentation.
<F2>Net of accumulated depreciation, consistent with balance sheet
presentation.
<F3>Research and development expenses
</FN>
</TABLE>
