ATMI INC
10-Q, 2000-05-15
INDUSTRIAL INORGANIC CHEMICALS
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                      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, 2000


[   ]    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: 0-30130


                                   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 May 8,
2000 was 29,611,679.

                                   ATMI, INC.
                          Quarterly Report on Form 10-Q
                      For the Quarter Ended March 31, 2000

                                TABLE OF CONTENTS
                                                                            Page
Part I - Financial Information

Item 1.   Financial Statements

              Consolidated Balance Sheets....................................  3

              Consolidated Statements of Income..............................  4

              Consolidated Statements 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................................  8


Item 3.   Quantitative and Qualitative Disclosures about Market Risk......... 13

Part II - Other Information

Item 6.   Exhibits and Reports on Form 8-K................................... 13



Signatures................................................................... 15



<PAGE>



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                                   ATMI, Inc.
                           Consolidated Balance Sheets
                      (in thousands, except per share data)

                                                        March 31,   December 31,
                                                          2000          1999
                                                          ----          ----
Assets                                                (unaudited)
Current assets:
   Cash and cash equivalents .......................   $ 46,535        $ 31,619
   Marketable securities ...........................     49,706          60,555
   Accounts receivable, net of allowance for
     doubtful accounts of $1,426 in
     2000 and $1,366 in 1999 .......................     46,592          41,989
   Inventories .....................................     24,148          21,733
   Deferred income taxes ...........................      5,277           5,277
   Other ...........................................      8,552           6,256
                                                       --------         -------
           Total current assets ....................    180,810         167,429

Property and equipment, net ........................     60,869          54,675

Deferred income taxes ..............................      2,090           2,090
Goodwill and other long-term assets, net ...........      6,927           8,462
                                                       --------        --------

                                                       $250,696        $232,656
                                                       ========        ========

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable ................................   $  8,351        $ 10,971
   Accrued liabilities .............................     10,457          10,146
   Accrued salaries and related benefits ...........      6,782           9,185
   Loans, notes and bonds payable, current portion .      4,311           4,964
   Capital lease obligations, current portion ......      3,021           1,936
   Income taxes payable ............................     10,669           4,592
   Deferred income taxes ...........................      4,417           4,436
                                                       --------        --------

           Total current liabilities ...............     48,008          46,230

Loans, notes and bonds payable, less current portion      3,950           4,448
Capital lease obligations, less current portion ....      7,041           1,832
Deferred income taxes ..............................      1,763           3,754
Other long-term liabilities ........................        250             478

Minority interest ..................................      1,214           1,109

Stockholders' equity:
    Preferred stock, par value $.01: 2,000 shares
       authorized; none issued and outstanding .....       --              --
    Common stock, par value $.01:
       50,000 shares authorized; issued and
       outstanding 29,590 in 2000 and 27,794 in 1999        296             278
    Additional paid-in capital .....................    125,827         122,536
    Retained earnings ..............................     58,988          45,465
    Accumulated other comprehensive income .........      3,359           6,526
                                                       --------        --------

             Total stockholders' equity ............    188,470         174,805
                                                       --------        --------

                                                       $250,696        $232,656
                                                       ========        ========

                             See accompanying notes.


<PAGE>



                                   ATMI, Inc.
                        Consolidated Statements of Income
                                   (unaudited)
                      (in thousands, except per share data)

                                            Three months ended March 31,
                                                 2000        1999
                                                 ----        ----

Revenues                                       $ 61,173    $ 37,240
Cost of revenues                                 28,957      18,243
                                               --------    --------

Gross profit                                     32,216      18,997

Operating expenses:
   Research and development                       5,901       4,023
   Selling, general and administrative           14,058      12,941
                                               --------    --------

                                                 19,959      16,964
                                               --------    --------
Operating income                                 12,257       2,033

Interest income                                   1,158       1,069
Interest expense                                   (245)       (361)
Other income, net                                 8,400          96
                                               --------    --------
Income before taxes and minority interest        21,570       2,837

Income taxes                                      7,942       1,358
                                               --------    --------
Income before minority interest                  13,628       1,479

Minority interest                                   105           1
                                               --------    --------
Net income                                     $ 13,523    $  1,478
                                               ========    ========

Net income per share-basic                     $   0.50    $   0.06
                                               ========    ========

Net income per share-assuming dilution         $   0.47    $   0.05
                                               ========    ========

Weighted average shares outstanding-basic        27,295      26,273
                                               ========    ========
Weighted average shares outstanding-assuming
    dilution                                     28,945      28,062
                                               ========    ========


                             See accompanying notes.

<PAGE>



                                   ATMI, Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                      (in thousands, except per share data)

                                                  Three months ended March 31,
                                                         2000         1999
                                                         ----         ----

Operating activities
Net income                                             $ 13,523    $  1,478
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                        3,131       2,584
     Provision for bad debt                                 116          72
     Deferred income taxes                                 (510)        127
     Realized gain on sale of investments                (9,520)         --
     Realized loss on investments                         1,250          --
     Minority interest in net earnings of
        consolidated subsidiaries                           105           1
     Changes in operating assets and liabilities
         Increase in accounts receivable                 (4,719)     (1,096)
         Increase in inventory                           (2,415)       (138)
         Increase in other assets                        (2,788)       (297)
         Decrease in accounts payable                    (2,620)       (554)
         Increase (decrease) in accrued liabilities      (2,092)         42
         Increase in other liabilities                    5,977         845
                                                       --------    --------
             Total adjustments                          (14,085)      1,586
                                                       --------    --------
             Net cash provided (used) by
                operating activities                       (562)      3,064
                                                       --------    --------
Investing activities
Capital expenditures                                     (9,132)     (1,795)
Sale of marketable securities, net                       15,932          65
                                                       --------    --------
             Net cash provided (used) by investing
             activities                                   6,800      (1,730)
                                                       --------    --------
Financing activities
Borrowings from capital lease obligations                 6,840        --
Payments on loans, notes and bonds payable               (1,151)     (1,786)
Payments on capital lease obligations                      (546)       (620)
Proceeds from exercise of stock options and warrants      3,309         762
                                                       --------    --------
             Net cash provided (used) by financing
             activities                                   8,452      (1,644)
                                                       --------    --------
Effects of exchange rate changes on cash                    226         (14)
Net increase (decrease) in cash and cash equivalents     14,916        (324)
Cash and cash equivalents, beginning of period           31,619      21,618
                                                       --------    --------
Cash and cash equivalents, end of period               $ 46,535    $ 21,294
                                                       ========    ========

                             See accompanying notes.


                                   ATMI, Inc.
               Notes To Consolidated Interim Financial Statements
                                   (unaudited)


1. Basis of Presentation

The accompanying  unaudited  consolidated  interim financial statements of ATMI,
Inc.  ("ATMI"  or the  "Company")  have been  prepared  in  accordance  with the
instructions  to Form 10-Q and Article 10 of  Regulation  S-X and do not include
all of the financial  information and disclosures required by generally accepted
accounting  principles.   In  addition,  these  unaudited  consolidated  interim
financial   statements  give  retroactive   effect  to  the  five   acquisitions
consummated  by the  Company  in 1999  which  has been  accounted  for using the
pooling-of-interests  method. These acquisitions are more fully described in the
Company's Form 10-K/A for the year ended December 31, 1999.

The  balance  sheet at  December  31,  1999 has been  derived  from the  audited
consolidated  financial  statements at that date but does not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United States for complete financial statements.

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/A for the year ended
December 31, 1999, 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

The following table presents the  computation of basic and diluted  earnings per
share for the three months ended March 31 (in thousands, except per share data):

                                                          2000      1999
                                                        -------   -------

Numerator:
     Net income                                         $13,523   $ 1,478
                                                        =======   =======

Denominator:
     Denominator for basic earnings per share-
       weighted-average share                            27,295    26,273
     Dilutive effect of contingent shares related
       to acquisitions subject to escrow arrangements       700     1,289
     Dilutive effect of employee stock options              950       500
                                                        -------   -------

     Denominator for diluted earnings per share          28,945    28,062
                                                        =======   =======

Net income per share--basic                             $  0.50   $  0.06
                                                        =======   =======

Net income per share--assuming dilution                 $  0.47   $  0.05
                                                        =======   =======



<PAGE>



3. Inventory

Inventory is comprised of the following (in thousands):

                               March 31, 2000   December 31, 1999
                               --------------   -----------------

           Raw materials          $ 16,934         $ 16,088
           Work in process           3,066            3,059
           Finished goods            5,619            4,115
                                  --------         --------

                                    25,619           23,262
           Obsolescence reserve     (1,471)          (1,529)
                                  --------         --------

                                  $ 24,148         $ 21,733
                                  ========         ========

4. Comprehensive Income

     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.  The  following  table
presents  the  computation  of  comprehensive  income for the three months ended
March 31 (in thousands):

                                                        2000       1999
                                                      --------    -------

Net income                                            $ 13,523    $ 1,478
   Cumulative translation adjustment                       373        (45)
   Unrealized gain on available-for-sale securities
    (net of tax provision of $52 and $11)                  140         20
   Reclassification adjustment for realized
   gain on securities sold                              (3,680)      --
                                                      --------    -------

Comprehensive income                                  $ 10,356    $ 1,453
                                                      ========    =======

5. Segment Data

     Segment   information   included  under  the  caption   "Segment  Data"  in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations is incorporated  herein by reference and is an integral part of these
unaudited interim financial statements.

6. Income Taxes

     During the second  quarter  1999,  the Company was notified by the Internal
Revenue  Service of an assessment  of $2.1 million for certain tax matters.  The
Company believes that such assessment is without merit and intends to vigorously
defend its position in these tax matters.

7. Recent Accounting Pronouncements

     In December 1999,  the SEC issued Staff  Accounting  Bulletin  ("SAB") 101,
"Revenue Recognition," which provides guidance on the recognition, presentation,
and  disclosure of revenue in financial  statements  filed with the SEC. SAB 101
outlines the basic  criteria that must be met to recognize  revenue and provides
guidance for disclosure related to revenue recognition  policies.  At this time,
the Company is still  assessing  the impact of SAB 101 as it relates to customer
acceptance terms and the overall impact on the financial position and results of
operations.


8. Subsequent Event

     On April 4, 2000, the Company  completed a registered  underwritten  public
offering of 2,800,000  shares of common stock at an offering price to the public
of $45.00 per  share.  Of such  shares the  Company  sold  1,500,000  shares and
certain  stockholders sold 1,300,000  shares.  The Company received net proceeds
from the offering of approximately $63.5 million.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Overview

     The  Company is a leading  supplier  of  materials,  equipment  and related
services used worldwide in the manufacture of semiconductor devices. The Company
specifically targets the "front-end" semiconductor materials market. This market
includes  the  processes  used to  convert  a bare  silicon  wafer  into a fully
functional wafer that contains many copies of a semiconductor  device or "chip".
The Company's customers include most of the leading semiconductor  manufacturers
in the world.

     The Company has organized its operations along two business segments:  ATMI
Materials and ATMI Technologies.  ATMI Materials provides products that are used
in the  semiconductor  manufacturing  process and related packaging and delivery
systems.  ATMI  Technologies  provides  products that sense and  environmentally
control these  materials while also providing  specialized  thin film deposition
services to semiconductor device manufacturers.  ATMI Technologies also conducts
the Company's venture and government funded research and development activities.

     The Company has completed  several  acquisitions  since 1997, each of which
has been  accounted  for as a pooling of interests.  As a result,  the Company's
consolidated  financial  statements have been restated to reflect the results of
these acquired companies.



<PAGE>



Results of Operations

         The following table sets forth selected  financial data as a percentage
of total revenues for the periods indicated:
                                               Three Months Ended March 31,
                                              ------------------------------
                                                      2000      1999
                                                      ----      ----
Revenues                                             100.0%    100.0%
Cost of revenues                                      47.3      49.0
                                                      ----      ----

Gross profit                                          52.7      51.0

Operating expenses:
      Research and development                         9.7      10.8
      Selling, general and administrative             23.0      34.8
                                                      ----      ----
            Total operating expenses                  32.7      45.6
                                                      ----      ----

Operating income                                      20.0       5.4

Interest income (expense), net                         1.5       1.9
Other income, net                                     13.8       0.3
                                                      ----       ---
Income before income taxes and minority interest      35.3       7.6
Income taxes                                          13.0       3.6
                                                      ----       ---
Income before minority interest                       22.3       4.0
Minority interest                                     (0.2)      0.0
                                                      ----       ---
Net income                                            22.1%      4.0%
                                                      ====       ===


Segment Data

     The Company has two segments:  ATMI  Materials and ATMI  Technologies.  The
reportable  segments are each managed  separately  because they  manufacture and
distribute distinct products with different  production  processes.  The Company
evaluates performance and allocates resources based on operating profit or loss,
not  including  interest  and other  income or  expense  and income  taxes.  The
accounting  policies of the reportable  segments are the same as those described
in the summary of significant  accounting policies in the Company's consolidated
financial  statements.  Intercompany  sales are not material  among  segments or
operating  divisions.  The general  corporate assets include  primarily cash and
marketable securities, goodwill and other long-lived assets.

     The following  tables provide  reported  results for each of these segments
for the three months ended March 31 (in thousands):

              Revenues                           2000       1999
              --------                           ----       ----
              ATMI Materials                  $30,250   $ 19,113
              ATMI Technologies                30,923     18,127
                                               ------     ------
              Consolidated revenues           $61,173   $ 37,240
                                              =======   ========

              Operating Income (Loss)            2000       1999
              -----------------------            ----       ----
              ATMI Materials                  $ 8,327   $  3,596
              ATMI Technologies                 3,930     (1,563)
                                                -----      -----
              Consolidated operating income   $12,257   $  2,033
                                              =======   ========
<PAGE>


              Consolidated Net Income            2000       1999
              -----------------------            ----       ----
              Operating income from
                reportable segments            $12,257  $   2,033
              Other income, net                  9,208        803
              Income tax provision              (7,942)    (1,358)
                                                ------     ------
              Consolidated net income          $13,523  $   1,478
                                               =======  =========

    The following table provides reported balance sheet results for each of
the segments at March 31, 2000 and at December 31, 1999 (in thousands):

              Identifiable Assets                 2000      1999
              --------------------                ----      ----
              ATMI Materials                   $65,586   $ 60,717
              ATMI Technologies                 96,777     78,747
              General Corporate Assets          88,595     93,192
                                                ------     ------
              Total Consolidated Assets       $250,958   $232,656
                                              ========   ========

Comparison of Three Months Ended March 31, 2000 and 1999.

     Revenues.  Total revenues increased 64.3% to approximately $61.2 million in
the quarter ended March 31, 2000 from approximately $37.2 million in the quarter
ended March 31, 1999. The increase in revenues was primarily attributable to the
semiconductor  industry's  recovery for both segments of the Company's  business
evidenced  by increased  demand for the  Company's  consumable  products and the
strengthening of semiconductor  manufacturing capacity expansion. ATMI Materials
and ATMI  Technologies  experienced  revenue  growth  of 58.3% and 70.6% for the
three months ended March 31, 2000, respectively, as compared to the three months
ended March 31, 1999. Significant  year-over-year revenue growth was experienced
by almost all of the  Company's  businesses,  particularly  the SDS gas delivery
business,  the environmental  abatement and sensing  equipment  business and the
thin film deposition service business.

     Gross Profit.  Gross profit increased 69.6% to approximately  $32.2 million
in the  quarter  ended March 31, 2000 from  approximately  $19.0  million in the
quarter ended March 31, 1999. Gross margin increased to 52.7% of revenues in the
quarter  ended March 31, 2000 from 51.0% of revenues in the quarter  ended March
31, 1999. The increase was due principally to  manufacturing  efficiencies  from
increased  sales volume in the  Company's  abatement  and sensing  equipment and
deposition service businesses,  and a shift in product mix towards higher margin
product lines in the Company's Materials segment.

     Research  and  Development  Expenses.  Research  and  development  expenses
increased  46.7% to  approximately  $5.9 million in the quarter  ended March 31,
2000 from  approximately  $4.0 million in the quarter ended March 31, 1999.  The
increase  in the  first  quarter  of  2000  was  principally  due  to  increased
development  expenditures related to the Company's sensing and abatement product
lines as well as advanced materials  development  efforts, and continued product
development activities focusing on the Company's SDS technology and the evolving
Emosyn venture. As a percentage of revenues,  research and development  expenses
decreased to 9.7% in the 2000 quarter from 10.8% in the 1999 quarter.


<PAGE>

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased 8.6% to  approximately  $14.1 million in the
quarter  ended March 31, 2000 from  approximately  $12.9  million in the quarter
ended  March  31,  1999.  Despite  sequential  quarterly  declines  in  expenses
associated with decreased  administrative  costs for both the ATMI Materials and
ATMI  Technology  segments,  cost  savings  resulting  from the  integration  of
business  acquisitions in 1999, and the decrease in executive  compensation paid
to members of management of certain acquired businesses, SG&A expenses increased
when  compared  to the first  quarter  of a year ago.  This  increase  primarily
resulted from the overall growth of the Company and the continued implementation
of enterprise system software. As a percentage of revenues,  selling general and
administrative expenses decreased to 23.0% in the 2000 quarter from 34.8% in the
1999 quarter.

     Operating  Income.  Operating  income increased  approximately  six-fold to
$12.3  million  for the quarter  ended  March 31, 2000 from $2.0  million in the
quarter ended March 31, 1999. ATMI Materials' and Technologies' operating income
for the  quarter  ended March 31, 2000  increased  approximately  131% and 351%,
respectively,  to $8.3  million  and  $3.9  million  from  $3.6  million  and an
operating loss of $1.6 million,  respectively,  from the quarter ended March 31,
1999.  The  significant  revenue  increase in the first quarter of 2000 combined
with  stronger  margins  and cost  containment  initiatives  resulted  in higher
operating income within the ATMI Materials and ATMI Technologies segments.  ATMI
Materials' and ATMI  Technologies'  operating income (loss),  as a percentage of
revenues,   was  27.5%  and  12.7%  for  the  quarter   ended  March  31,  2000,
respectively,  and was 18.8% and (8.6%) for the quarter  ended  March 31,  1999,
respectively.

     Other Income,  Net.  Other  income,  net  increased to  approximately  $9.3
million in the quarter ended March 31, 2000 from  approximately  $0.8 million in
the quarter  ended March 31, 1999.  The first quarter of 2000 included a gain of
approximately  $9.5  million on the sale of certain  equity  investments  by the
Company in the first quarter of 2000. Additionally,  the company recorded a loss
on an  investment of  approximately  $1.3 million in the quarter ended March 31,
2000. In addition,  interest income  increased to $1.2 million from $1.1 million
for the same  period in 1999 due to  improved  cash  balances  derived  from the
Company's operating results.

     Income Taxes. Income tax expense increased  approximately  six-fold to $7.9
million for quarter ended March 31, 2000 from $1.4 million for the quarter ended
March 31, 1999.  The Company's  income tax expense  related  primarily to United
States federal, state and foreign tax liabilities, which are partially offset by
various  foreign  sales  corporation  benefits.  The  effective tax rate for the
quarter  ended March 31, 2000 was 37%,  in line with the  statutory  rate of the
Company,  compared to 47.9% for the quarter ended March 31, 1999.  The effective
tax rate for the quarter ended March 31, 1999 reflects the restated tax rate for
acquisitions  completed in 1999 and does not reflect various credits and foreign
tax benefits that the Company would have  experienced on a  consolidated  income
tax basis.

     Minority Interest.  Minority interest represents the 30.0% interest held by
K.C.  Tech Co.,  Ltd. in the  operations  of  ADCS-Korea,  a South Korean chusik
hoesa, which is a joint venture established to manufacture,  sell and distribute
chemicals to the semiconductor and related industries in South Korea.




<PAGE>



     Earnings per Share. Earnings per share-assuming  dilution increased to $.47
for the first quarter of 2000  compared with a $.05 earnings per  share-assuming
dilution  in the first  quarter  of 1999.  The first  quarter  of 2000  includes
after-tax net investment  gains of $.18 per share.  Shares  outstanding  for the
first quarter of 2000 were  approximately 28.9 million compared to approximately
28.1 million for the first quarter of 1999.

Liquidity and Capital Resources

     To date,  the  Company  has  financed  its  activities  through  cash  from
operations,  the sale of equity,  external research and development funding, and
various lease and debt  instruments.  The Company's working capital increased to
$132.8 million at March 31, 2000 from $121.2 million at December 31, 1999.

     On April 4, 2000, the Company  completed a registered  underwritten  public
offering of 2,800,000  shares of common stock at an offering price to the public
of $45.00 per  share.  Of such  shares the  Company  sold  1,500,000  shares and
certain  stockholders sold 1,300,000  shares.  The Company received net proceeds
from the offering of approximately $63.5 million.

     Net cash used by operations was approximately  $0.6 million for the quarter
ended March 31, 2000, compared to $3.1 million provided during the first quarter
of 1999.  This  resulted  primarily  by an increase in accounts  receivable  and
inventory and the decline of accounts  payable and accrued  liabilities,  in the
first quarter of 2000.

     Net cash provided by investing  activities was  approximately  $6.8 million
during the quarter ended March 31, 2000.  Net cash used by investing  activities
was  approximately  $1.7 million  during the quarter  ended March 31, 1999.  The
Company's investing activities included capital expenditures of $9.1 million and
$1.8 million for the three  months ended March 31, 2000 and 1999,  respectively.
The  2000   expenditures   primarily   related  to  installation  of  additional
manufacturing  capacity at the  Company's  Epitronics  facility in Mesa,  AZ. In
1999,  the  expenditures  related to  additional  manufacturing  capacity at the
Company's  Danbury,  CT  facility.  The Company also  received  proceeds for the
quarter ended March 31, 2000 of approximately  $15.9 million related to the sale
of certain investments.

     Net cash provided by financing activities was approximately $8.5 million
for the quarter ended March 31, 2000. The cash was generated  primarily from the
proceeds  of the  exercise  of  employee  stock  options  and the  $6.9  million
borrowing  under capital  leases for the  expansion at the Company's  Epitronics
facility.  During the first quarter of 1999, the Company used approximately $1.6
million for financing activities, primarily to pay down existing debt.

     ATMI believes its existing cash balances,  marketable securities,  existing
sources of liquidity and  anticipated  funds from  operations,  will satisfy its
projected working capital and other cash  requirements  through at least the end
of 2001. 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.



<PAGE>



Forward-Looking Statements

     The  statements  contained  in this  report  which are not  historical  are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Examples of forward-looking  statements include, without limitation,
statements by ATMI regarding financial projections,  expectations for demand and
sales  of new  and  existing  products,  market  and  technology  opportunities,
business strategies, business opportunities, objectives of management for future
operations and  semiconductor  industry and market segment growth.  In addition,
when used in this report, the words "anticipate," "plan," "believe," "estimate,"
"expect" and similar expressions as they relate to the Company or its management
are  intended  to  identify  forward-looking   statements.  All  forward-looking
statements involve risks and uncertainties. Actual results may differ materially
from those  discussed  in, or implied by, the  forward-looking  statements  as a
result of certain factors including,  but not limited to, changes in the pattern
of semiconductor  industry growth,  the markets for or customer  interest in the
products  of ATMI,  product  and market  competition,  delays or problems in the
development  and   commercialization  of  products  and  technological   changes
affecting the  competencies  of ATMI.  The  cautionary  statements  made in this
report  should  be read  as  being  applicable  to all  related  forward-looking
statements wherever they appear in this report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Interest Rate Risk. As of March 31, 2000 the Company's  cash included money
market  securities  and  commercial  paper.  Due to the  short  duration  of the
Company's investment portfolio,  an immediate 10% change in interest rates would
not have a  material  effect  on the  fair  value  of the  Company's  portfolio,
therefore,  the Company would not expect the operating  results or cash flows to
be affected to any significant degree by the effect of a sudden change in market
interest rates on the Company's securities portfolio.

     Foreign  Currency  Exchange  Risk. A  substantial  portion of the Company's
sales are  denominated  in U.S.  dollars  and,  as a  result,  the  Company  has
relatively  little  exposure to foreign  currency  exchange risk with respect to
sales made. This exposure may change over time as business  practices evolve and
could have a material impact on the Company's  financial  results in the future.
The  Company  does  not  use  forward  exchange  contracts  to  hedge  exposures
denominated in foreign currencies or any other derivative financial  instruments
for trading or  speculative  purposes.  The effect of an immediate 10% change in
exchange  rates  would  not  have a  material  impact  on the  Company's  future
operating results of cash flows.

PART II- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

a.  Exhibits.

    Exhibit No.                                 Description

     27.01             Financial Data Schedule (Filed herewith)



b.  Reports on Form 8-K.

     On January 13, 2000, the Company filed a Current Report on Form 8-K/A dated
as of November  29, 1999  reporting  in Item 2 thereof the  acquisitions  of MST
Analytics,   Inc.  and  Newform,  N.V.  and  including  as  an  exhibit  thereto
Supplemental Consolidated Financial Statements of ATMI, Inc. for the three years
ended December 31, 1998,  1997 and 1996 and the nine months ended  September 30,
1999 and 1998.



<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 15, 2000

                                       By _____________________________
                                          Eugene G. Banucci, Ph.D.,
                                          Chief Executive Officer, Chairman of
                                          the Board and Director


                                       By _____________________________
                                          Daniel P. Sharkey, Vice President,
                                          Chief Financial Officer and Treasurer
                                          (Chief Accounting Officer)




<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 15, 2000
                                       By /S/ Eugene G. Banucci
                                          Eugene G. Banucci, Ph.D.,
                                          Chief Executive Officer, Chairman of
                                          the Board and Director


                                       By /S/ Daniel P. Sharkey
                                          Daniel P. Sharkey, Vice President,
                                          Chief Financial Officer and Treasurer
                                          (Chief Accounting Officer)



<PAGE>






                                  EXHIBIT INDEX


                                                                Sequentially
                                                                  Numbered
Exhibit No.        Description                                      Page
- -----------        -----------                                      ----

   27.01           Financial Data Schedule (Filed herewith)



<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>               1000

<S>                         <C>                               <C>
<PERIOD-TYPE>               3-MOS                             3-MOS
<FISCAL-YEAR-END>           Dec-31-1999                       Dec-31-1998
<PERIOD-END>                Mar-31-2000                       Mar-31-1999
<CASH>                      46535                             21294
<SECURITIES>                49706                             64486
<RECEIVABLES>               46592<F1>                         26732<F1>
<ALLOWANCES>                0                                 0
<INVENTORY>                 24148                             19354
<CURRENT-ASSETS>            180810                            140397
<PP&E>                      60869<F2>                         53995<F2>
<DEPRECIATION>              0                                 0
<TOTAL-ASSETS>              250696                            206598
<CURRENT-LIABILITIES>       48008                             37168
<BONDS>                     2200                              2600
       0                                 0
                 0                                 0
<COMMON>                    296                               277
<OTHER-SE>                  188174                            154084
<TOTAL-LIABILITY-AND-EQUITY>250696                            206598
<SALES>                     61173                             37240
<TOTAL-REVENUES>            61173                             37240
<CGS>                       28957                             18243
<TOTAL-COSTS>               28957                             18243
<OTHER-EXPENSES>            5901<F3>                          4023<F3>
<LOSS-PROVISION>            0                                 0
<INTEREST-EXPENSE>          245                               361
<INCOME-PRETAX>             21465                             2836
<INCOME-TAX>                7942                              1358
<INCOME-CONTINUING>         0                                 0
<DISCONTINUED>              0                                 0
<EXTRAORDINARY>             0                                 0
<CHANGES>                   0                                 0
<NET-INCOME>                13523                             1478
<EPS-BASIC>                 .50                               .06
<EPS-DILUTED>               .47                               .05


<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>


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