ADVANCED TECHNOLOGY MATERIALS INC /DE/
10-Q, 1996-11-12
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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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 September 30, 1996

    [ ] 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

                       Advanced Technology Materials, Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                                       06-1236302
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)

   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 October
31, 1996 was 8,754,810.

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                       Advanced Technology Materials, Inc.
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                  September 30,     December 31,
                                                     1996              1995
                                                     ----              ----
                                                  (unaudited)
<S>                                              <C>              <C>
Assets
Current assets:
   Cash and cash equivalents                     $  4,449,217     $  3,609,265
   Marketable securities                           16,860,651       21,855,473
   Accounts receivable, net of allowance for
     doubtful accounts of $123,501 in 1996 and
     $93,491 in 1995                               10,450,503        9,233,015
   Inventory                                        4,169,377        2,647,142
   Other                                              429,460          345,486
                                                      -------          -------
Total current assets                               36,359,208       37,690,381

Property and equipment, net                         7,425,404        5,575,343

Long-term investment                                1,000,000        1,000,000
Goodwill and other intangibles                      5,252,925        5,532,216
                                                    ---------        ---------               
                                                 $ 50,037,537     $ 49,797,940
                                                 ============     ============

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                              $  3,111,758     $  3,121,355
   Accrued expenses                                 4,739,541        2,994,482
   Notes payable                                      810,787        4,725,238
   Other                                              860,900          625,495
                                                      -------          -------                                             
Total current liabilities                           9,522,986       11,466,570

Notes payable, less current portion                 5,318,848        5,257,155
Other long-term liabilities                           175,243          177,086
Stockholders' equity:
  Preferred stock, par value $.01:
   1,000,000 shares authorized; none
   issued and outstanding                                   -                -
  Common stock, par value $.01:
   15,000,000 shares authorized; issued
   8,747,710 in 1996 and 8,721,611 in 1995             87,477           87,216
Additional paid-in capital                         37,099,210       37,060,652
Accumulated deficit                                (2,166,227)      (4,250,739)
                                                   ----------       ----------                                                
Total stockholders' equity                         35,020,460       32,897,129
                                                   ----------       ----------                                        
                                                 $ 50,037,537     $ 49,797,940
                                                 ============     ============
</TABLE>

See accompanying notes.

<PAGE>


                       Advanced Technology Materials, Inc.
                      Consolidated Statement of Operations
                                   (unaudited)
<TABLE>
<CAPTION>
                                              Three months ended September 30,
                                              --------------------------------
                                                    1996            1995
                                                    ----            ----                                                
<S>                                              <C>              <C>
Revenues
  Product revenues                               $ 9,361,238      $ 5,784,638
  Contract revenues                                2,783,966        2,211,169
                                                   ---------        ---------                                                
Total revenues                                    12,145,204        7,995,807
Cost of revenues:
  Cost of product revenues                         3,956,454        2,755,710
  Cost of contract revenues                        2,402,663        1,897,312
                                                   ---------        ---------                                             
Total cost of revenues                             6,359,117        4,653,022
                                                   ---------        ---------
Gross profit                                       5,786,087        3,342,785

Operating expenses:
   Research and development                        1,648,901        1,067,140
   Selling, general, and administrative            3,224,417        2,106,283
                                                   ---------        ---------                                                
                                                   4,873,318        3,173,423
                                                   ---------        ---------                                                
Operating income                                     912,769          169,362

Interest income                                      276,851          137,852
Interest expense                                    (124,983)         (57,124)
                                                    --------          -------                                                 
Net income before taxes                            1,064,637          250,090

Income taxes                                          90,019           49,455
                                                      ------           ------                                                 
Net income                                        $  974,618       $  200,635
                                                  ==========       ==========

Net income per share                                   $0.10            $0.03
                                                       -----            -----                                   
Weighted average shares outstanding                9,375,964        7,791,378
                                                   =========        =========
</TABLE>

See accompanying notes.

<PAGE>



                       Advanced Technology Materials, Inc.
                      Consolidated Statement of Operations
                                   (unaudited)
<TABLE>
<CAPTION>
                                               Nine months ended September 30,
                                               -------------------------------
                                                    1996            1995                                                   
                                                    ----            ----
<S>                                              <C>              <C>
Revenues:
  Product revenues                               $27,104,746      $14,824,446
  Contract revenues                                7,478,717        6,422,345
                                                   ---------        ---------                                                
Total revenues                                    34,583,463       21,246,791
Cost of revenues:
  Cost of product revenues                        11,563,699        6,819,892
  Cost of contract revenues                        6,331,271        5,461,722
                                                   ---------        ---------                                                 
Total cost of revenues                            17,894,970       12,281,614
                                                   ---------       ----------                                                 
Gross profit                                      16,688,493        8,965,177

Operating expenses:
  Research and development                         5,697,116        2,814,909
  Selling, general, and administrative             9,144,365        5,999,536
                                                   ---------        ---------                                              
                                                  14,841,481        8,814,445
                                                   ---------        ---------                                                
Operating income                                   1,847,012          150,732

Interest income                                      826,777          376,762
Interest expense                                    (387,684)        (142,975)
                                                    --------         --------                                                 
Income before taxes                                2,286,105          384,519
                                                   ---------          -------                                               
Income taxes                                         201,593          175,374
                                                     -------          -------                                               
Net income                                       $ 2,084,512      $   209,145
                                                 ===========      ===========

Net income per share                                   $0.22            $0.03
                                                       -----            -----                                                
Weighted average shares outstanding                9,362,307        7,693,801
                                                   =========        =========
</TABLE>

See accompanying notes.

<PAGE>


                       Advanced Technology Materials, Inc.
                      Consolidated Statement of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                 Nine months ended September 30,
                                                 -------------------------------
                                                     1996             1995
                                                     ----             ----                                               
<S>                                              <C>              <C>
Operating activities
 Net income                                      $ 2,084,512      $   209,145
Adjustments to reconcile net income
  to net cash provided by operating activities:
   Depreciation and amortization                   1,745,116        1,037,685
   Stock option compensation                               -           50,000
   Changes in operating assets and liabilities
      Increase in accounts receivable             (1,217,488)      (1,295,184)
      (Increase) decrease in inventory            (1,522,235)          82,555
      Increase in other assets                      (156,514)        (418,475)
      (Decrease) increase in accounts payable         (9,597)         244,536
      Increase in accrued expenses                 1,745,059          117,543
      Increase in other liabilities                  233,562          397,443
                                                     -------          -------                                                
Total adjustments                                    817,903          216,103
                                                     -------          -------                                               
Net cash provided by operating activities          2,902,415          425,248
                                                    ---------         -------                                        
Investing activities
Capital expenditures                              (3,243,346)      (2,416,629)
Long term investment                                       -       (1,000,000)
Sale of marketable securities                      4,994,822        2,173,724
Other asset purchases                                      -         (300,000)
                                                   ---------         --------                                                
Net cash provided (used) by investing activities   1,751,476       (1,542,905)
                                                   ---------       ---------- 
                                              
Financing activities
Proceeds from issuance of notes payable              727,217        2,335,611
Principal payments on notes payable               (4,579,975)        (550,126)
Proceeds from the exercise of stock options           38,819           50,903
                                                      ------          ------                                               
Net cash (used) provided by financing activities  (3,813,939)       1,836,388
                                                  ----------        ---------                                               
Net increase in cash and cash equivalents            839,952          718,731
Cash and cash equivalents, beginning
 of period                                         3,609,265        2,049,397
                                                   ---------        ---------                                               
Cash and cash equivalents, end of period        $  4,449,217      $ 2,768,128
                                                ============      ===========
</TABLE>

See accompanying notes.

<PAGE>



                       Advanced Technology Materials, Inc.
               Notes To Interim Consolidated Financial Statements
                                   (unaudited)

1. Basis of Presentation

     The  accompanying   unaudited  interim  financial  statements  of  Advanced
Technology  Materials,  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  Company's  management,  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, 1995, 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

     Earnings per common share is computed using the treasury stock method based
on the weighted  average  number of common  shares and common  stock  equivalent
shares  outstanding  during the  period.  Shares  from the  assumed  exercise of
options  and  warrants  granted  by  the  Company  have  been  included  in  the
computation of earnings per share for all periods,  unless their inclusion would
be antidilutive.


3. Inventory

Inventory is comprised of the following:

<TABLE>
<CAPTION>
                                  September 30,         December 31,
                                      1996                  1995
                                --------------        ---------------
<S>                             <C>                   <C>
Raw materials                   $ 3,715,775           $ 2,252,841
Work in process                     818,789               614,069
Finished goods                       28,847                59,291
                                     ------                ------                            
                                  4,563,411             2,926,201

Obsolescence reserve               (394,034)             (279,059)
                                   --------              --------                                 
                                $ 4,169,377           $ 2,647,142
                                ===========           ===========
</TABLE>


4. Income taxes

     Income tax expense  consists  primarily  of state taxes  arising due to the
Company's  unitary tax filing status in California and Arizona.  The Company has
adequate   loss   carryforwards   and  research  and   development   tax  credit
carryforwards to offset any United States federal income tax liability and other
state tax liabilities for the periods presented.



<PAGE>

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

Overview
     ATMI was founded in 1986 and has generated revenues from both product sales
and  contract  research.  Product  sales  have  been  derived  from  the sale of
point-of-use  environmental  equipment  and  specialty  materials  and  delivery
systems for the  semiconductor  industry,  as well as royalties from the sale of
certain  products  by third  parties.  A  significant  portion of the  Company's
revenues has been derived from contracts with United States government agencies.
The programs in which ATMI  participates  may extend for several years,  but are
normally  funded  on an  annual  basis.  There  can  be no  assurance  that  the
government will continue its commitment to programs to which ATMI's  development
projects are applicable or that the Company can compete  successfully  to obtain
funding available pursuant to such programs.

     During 1995,  ATMI  acquired the Guardian  Systems  product line of thermal
destruction  units  used  in  the  point-of-use  treatment  of  effluent  in the
semiconductor  industry from Messer Griesheim Industries,  Inc. This acquisition
has broadened the product  offerings and increased the business of the Company's
EcoSys unit.  In addition,  the Company made several  smaller  acquisitions  and
investments to further expand its product mix and technology.

     ATMI has experienced  substantial  growth in revenues over the past several
years, particularly in product sales. This was due in part to significant growth
in the semiconductor industry over that period. Recent indicators have served to
create a widely-held opinion that the semiconductor  industry and, in particular
the semiconductor  equipment industry,  will endure a period of slowed growth or
perhaps  contraction over the next six to twelve months. This industry condition
could have an adverse impact on ATMI, most notably within its EcoSys subsidiary.
However,  continued growth in other ATMI business units could help to offset the
effects of such trends.  Commercial  backlog at the end of the third  quarter of
1996 was approximately $4.8 million,  compared with a backlog of $1.5 million at
the end of the third quarter of 1995.

     The following table sets forth, for the periods  indicated,  the percentage
relationship to total revenues of certain items in ATMI's Consolidated Statement
of Operations:

<TABLE>
<CAPTION>
                                          Three Months       Nine Months
                                             Ended             Ended
                                             -----             -----                                        
                                          September 30,     September 30,
                                          -------------     -------------                                         
                                          1996     1995     1996     1995
                                         -----    -----    -----    -----
<S>                                      <C>      <C>      <C>      <C>
Product revenues                          77.1%    72.3%    78.4%    69.8%
Contract revenues                         22.9     27.7     21.6     30.2
                                          ----     ----     ----     ----
     Total revenues                      100.0    100.0    100.0    100.0

Cost of revenues                          52.4     58.2     51.8     57.8
                                          ----     ----     ----     ----
Gross profit                              47.6     41.8     48.2     42.2
Operating expenses:
     Research and development             13.6     13.3     16.5     13.2
     Selling, general, & administrative   26.5     26.4     26.4     28.3
                                          ----     ----     ----     ----
         Total operating expenses         40.1     39.7     42.9     41.5
                                          ----     ----     ----     ----
Operating income                           7.5      2.1      5.3      0.7
Other income, net                          1.3      1.0      1.3      1.1
                                           ---      ---      ---      ---
Income before taxes                        8.8      3.1      6.6      1.8
Income taxes                                .8      0.6      0.6      0.8
                                            --      ---      ---      ---
Net income                                 8.0%     2.5%     6.0%     1.0%

</TABLE>


     The following tables set forth revenues, cost of revenues, and gross profit
for products and contracts, as a percentage of each category:

<TABLE>
<CAPTION>
                                            Three Months       Nine Months
                                                Ended             Ended
                                                -----             -----
                                            September 30,     September 30,
                                            -------------     -------------
                                            1996     1995     1996     1995
                                            ----     ----     ----     ----
<S>                                         <C>      <C>      <C>      <C>
Products:
  Revenues                                  100.0%   100.0%   100.0%   100.0%
  Cost of revenues                           42.3     47.6     42.7     46.0
                                             ----     ----     ----     ----
Gross  profit                                57.7%    52.4%    57.3%    54.0%

Contracts:
  Revenues                                  100.0%   100.0%   100.0%   100.0%
  Cost of revenues                           86.3     85.8     84.7     85.0
                                             ----     ----     ----     ----
Gross profit                                 13.7%    14.2%    15.3%    15.0%
</TABLE>

<PAGE>

Results of Operations
Three Months Ended September 30, 1996 and 1995.

 Revenues
     Total  revenues  increased 52% to  approximately  $12,145,000  in the three
months ended September 30, 1996 from approximately  $7,996,000 in the same three
month period in 1995. Product revenues increased 62% to approximately $9,361,000
in the three months ended  September 30, 1996 from  approximately  $5,785,000 in
the  comparable  period in 1995.  The  increases  in product  revenues  resulted
primarily from continued growth in sales of effluent treatment systems by EcoSys
and sales of specialty  semiconductor wafers and materials through the Company's
Epitronics subsidiary,  as well as growth in royalty revenues generated from the
increased  market  acceptance  of the  Company's  SDS(TM)  Gas  Source  product.
Contract revenues increased 26% to approximately $2,784,000 in the quarter ended
September 30, 1996 from approximately  $2,211,000 in the same three month period
in 1995.

 Gross Profit
     Gross profit increased 73% to approximately $5,786,000 in the quarter ended
September 30, 1996 from approximately  $3,343,000 in the quarter ended September
30, 1995. Gross margin increased to 48% of revenues in the three month period in
1996  compared  with 42% for the same period in 1995.  Gross profit from product
revenue increased 78% to approximately $5,405,000 in the quarter ended September
30, 1996 from approximately  $3,029,000 in the quarter ended September 30, 1995.
As a percentage of product revenues,  gross margin increased to 58% in 1996 from
52% in 1995.  The increase in 1996  resulted  primarily  from  improved  margins
within the EcoSys product lines due to the addition of the Guardian product, and
the  increase in royalty  revenue to 14% of product  revenues in 1996 from 6% in
1995.

     Gross profit on contract revenues  increased 20% to approximately  $381,000
in the quarter ended September 30, 1996 from approximately  $314,000 in the same
quarter last year. As a percentage of contract  revenues,  gross margin remained
at 14% from the 1995 quarter to the 1996 quarter.

Research and Development Expenses 
     Research and development expenses increased 55% to approximately $1,649,000
in the third quarter of 1996 from approximately  $1,067,000 in the third quarter
of 1995.  The  increase in the 1996 quarter was  principally  due to new product
development within EcoSys and technology  development and intellectual  property
protection  activity within NovaMOS.  As a percentage of revenues,  research and
development  expenses  increased to 14% in the 1996 quarter from 13% in the 1995
quarter.

Selling,  General, and Administrative Expenses 
     Selling,   general,   and   administrative   expenses   increased   53%  to
approximately  $3,224,000  in the three  months  ended  September  30, 1996 from
approximately $2,106,000 in the same three month period in 1995. The increase in
the 1996 quarter was primarily due to an increase in variable selling  expenses,
most notably commissions, which directly relate to increased product revenue. In
addition,  administrative  expenses  continue  to  increase  in  line  with  the
continued  overall  growth of the Company.  As a percentage  of revenues,  these
expenses remained at 26% from the 1995 quarter to the 1996 quarter.

 Other Income, Net
     Other income increased 88% to  approximately  $152,000 in the quarter ended
September 30, 1996 from approximately $81,000 in the quarter ended September 30,
1995.  The  increase  in the 1996  quarter  related  to  interest  earned on the
Company's  increased  cash  balances as a result of its October  1995  follow-on
public offering. This was partially offset by an increase in interest expense on
larger debt balances in 1996.

 Earnings per Share
     Earnings per share  improved to $.10 for the third quarter of 1996 compared
with earnings per share of $.03 in the second quarter of 1995. The 1996 earnings
per share reflects the 20% increase in weighted average shares  outstanding from
approximately  7,791,000 in the third quarter of 1995 to approximately 9,376,000
in the third quarter of 1996. The share increase is primarily due to the October
1995 public offering of 1,600,000 shares of the Company's stock.




Nine Months Ended September 30, 1996 and 1995.

 Revenues
     Total  revenues  increased  63% to  approximately  $34,583,000  in the nine
months  ended  September  30, 1996 from  approximately  $21,247,000  in the same
period in 1995. Product revenues  increased 83% to approximately  $27,105,000 in
the nine months ended September 30, 1996 from  approximately  $14,824,000 in the
comparable period in 1995. This increase resulted from growth in sales of EcoSys
product  lines  including the recently  acquired  Guardian  products,  increased
market acceptance of the NovaMOS delivery systems and materials, increased sales
of  semiconductor  materials by Epitronics as well as  substantial  increases in
royalty revenue.  Contract revenues increased 16% to approximately $7,479,000 in
the nine months ended  September 30, 1996 from  approximately  $6,422,000 in the
same  period in 1995.  The  growth in 1996 was from a  general  increase  in the
government funding of the Company's contract research activities.

 Gross Profit
     Gross profit increased 86% to approximately  $16,688,000 in the nine months
ended September 30, 1996 from approximately  $8,965,000 in the nine months ended
September 30, 1995.  Gross margin increased to 48% of revenues in the first nine
months  of 1996 from 42% of  revenues  in the first  nine  months of 1995.  As a
percentage of product revenues, gross margin increased to 57% in the 1996 period
from 54% in the 1995 period  primarily  due to product  mix and the  increase in
royalty  revenue  to 10% of  product  revenues  in 1996  from 4% in  1995.  As a
percentage  of contract  revenues,  gross margin  remained at 15% from the first
nine months of 1995 to the first nine months of 1996.

 Research and Development Expenses
     Research  and  development   expenses   increased  102%  to   approximately
$5,697,000 in the first nine months of 1996 from approximately $2,815,000 in the
first nine months of 1995.  The  increase in 1996  resulted  primarily  from the
increase in product  development  within EcoSys,  and added research  activities
pertaining  to  the  recently  acquired  Guardian  and  Epitronics   businesses.
Additionally,  ATMI has and will  continue  to invest in the  protection  of its
intellectual  property.  As a percentage of revenues,  research and  development
expenses increased to 16% in the first nine months of 1996 from 13% in the first
nine months of 1995.

 Selling, General, and Administrative Expenses
     Selling,   general,   and   administrative   expenses   increased   52%  to
approximately  $9,144,000  in the nine  months  ended  September  30,  1996 from
approximately  $6,000,000  in the same  period  in 1995.  The  increase  in 1996
related  primarily  to  selling  costs  directly  linked  to  increased  product
shipments,  increases in marketing and sales staff, and increased administrative
expenses related to the newly acquired businesses.  As a percentage of revenues,
these expenses decreased to 26% in the first nine months of 1996 from 28% in the
comparable period in 1995.

 Other Income, Net
     Other income  increased  88% to  approximately  $439,000 in the nine months
ended  September 30, 1996 from  approximately  $234,000 in the nine months ended
September  30,  1995.  The  increase  in the 1996  period is a direct  result of
increased cash balances  derived from the follow-on  public  offering in October
1995,  partially  offset by higher  interest  expense due to  increases  in debt
balances.

 Earnings per Share
     Earnings  per  share  improved  to $.22 for the first  nine  months of 1996
compared with  earnings per share of $.03 in the first nine months of 1995.  The
1996  earnings per share  reflects the 22% increase in weighted  average  shares
outstanding  from  approximately  7,694,000  in the first nine months of 1995 to
approximately  9,362,000 in the first nine months of 1996. The share increase is
primarily  due to the October 1995 public  offering of  1,600,000  shares of the
Company's stock.



Liquidity and Capital Resources

     For the nine months ended September 30, 1996,  operations generated cash of
approximately  $2,902,000  compared to the generation of approximately  $425,000
for the  comparable  1995  period.  A  substantial  increase  in net  income  to
approximately  $2,085,000 in 1996 compared to $209,000 in 1995 was the principal
cause for the increase in cash generation from operations. Increases in non-cash
expenses,  such as  depreciation,  and  fluctuations  in working capital further
enhanced the cash provided by operations in the first nine months of 1996.

     For the nine month period ended  September 30, 1996,  investing  activities
generated   approximately   $1,751,000   in  cash   compared  with  the  use  of
approximately  $1,543,000 in the nine months ended September 30, 1995. Investing
activities in the 1996 period  generated cash through the sale of  approximately
$4,995,000  in  marketable   securities,   offset  by  capital  expenditures  of
approximately  $3,243,000.  These  capital  expenditures  related  primarily  to
expansion of  manufacturing  and  laboratory  capacity in the Company's  Danbury
facility. In the 1995 period, the Company incurred  approximately  $2,417,000 in
capital expenditures,  primarily leasehold improvements,  and sold approximately
$2,173,000 of marketable securities. Additionally, in 1995 ATMI made a long term
investment of $1,000,000 in Candescent Technologies Corporation,  formerly known
as Silicon Video Corporation.

     The Company used approximately  $3,814,000 of cash in financing  activities
during the nine months ended  September 30, 1996 compared with the generation of
approximately  $1,836,000  for  the  same  period  in  1995.  Debt  payments  of
approximately  $4,580,000  during the 1996 period  included  the payment of a $4
million  promissory  note related to the  acquisition  of the  Guardian  Systems
product line.  The Company  incurred new debt of  approximately  $727,000 in the
first  nine  months of 1996  including  $500,000  from an agency of the State of
Connecticut and advances under the Company's  equipment line of credit.  For the
same period in 1995, the Company  received a $1.3 million loan from an agency of
the State of  Connecticut  and  approximately  $1,036,000 in advances  under the
Company's equipment line of credit,  partially offset by approximately  $550,000
in payments on all notes payable.

     ATMI  believes  the  combination  of  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 1997. 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. 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  concerning 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.

<PAGE>

PART II- OTHER INFORMATION


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

a. Exhibits.

Exhibit No.     Description
- -----------     -----------
 11.01          Statement re: computation of earnings per share (Filed herewith)
 27.01          Financial Data Schedule (Filed herewith)


b. Reports on Form 8-K.

 No reports on Form 8-K were filed during the quarter ended September 30, 1996.

<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.

                                 Advanced Technology Materials, Inc.
                                 -----------------------------------
                                                    November 9, 1996

                                 By  /S/ Eugene G. Banucci
                                 --------------------------------
                                 Eugene G. Banucci, Ph.D., President, 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)




EXHIBIT 11.01

                       ADVANCED TECHNOLOGY MATERIALS, INC.
                    COMPUTATION OF EARNINGS PER COMMON SHARE

<TABLE>
<CAPTION>
                                             Quarter Ended       Quarter Ended
                                                9/30/96             9/30/95
                                                -------             -------

<S>                                        <C>                 <C>
Net income                                 $       974,618     $       200,635
                                           ===============     ===============                                          
Average common shares outstanding                8,743,605           7,162,152
Incremental shares issuable pursuant
 to employee stock options and warrants
 (if dilutive)                                     632,359             629,226
                                                   -------             -------                                         
Total shares                                     9,375,964           7,791,378
                                                 =========           =========

Net income per share                            $     0.10          $     0.03
                                                ==========          ==========

</TABLE>
<TABLE>
<CAPTION>
                                        Nine Months Ended     Nine Months Ended
                                             9/30/96               9/30/95
                                             -------               -------
<S>                                        <C>                 <C>
Net income                                 $   2,084,512       $     209,145
                                           =============       =============
Average common shares outstanding              8,732,455           7,137,783
Incremental shares issuable pursuant
  to employee stock options and warrants
  (if dilutive)                                  629,852             556,018
                                                 -------             -------
Total shares                                   9,362,307           7,693,801
                                               =========           =========

Net income per share                            $   0.22            $    .03
                                                ========            ========



</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                      5
<MULTIPLIER>                                   1000
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              Dec-31-1996
<PERIOD-END>                                   Sep-30-1996
<CASH>                                         4449
<SECURITIES>                                   16861
<RECEIVABLES>                                  10451<F1>
<ALLOWANCES>                                   0
<INVENTORY>                                    4169
<CURRENT-ASSETS>                               36359
<PP&E>                                         7425<F2>
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 50036
<CURRENT-LIABILITIES>                          9523
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       87
<OTHER-SE>                                     34933
<TOTAL-LIABILITY-AND-EQUITY>                   50036
<SALES>                                        9361
<TOTAL-REVENUES>                               12145
<CGS>                                          3956
<TOTAL-COSTS>                                  6359
<OTHER-EXPENSES>                               1649<F3>
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             125
<INCOME-PRETAX>                                1065
<INCOME-TAX>                                   90
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   975
<EPS-PRIMARY>                                  .10
<EPS-DILUTED>                                  .10



<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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