-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KTVwlu3YNn/EYUlB2sLDr+9DhHqbPwJbuD81vhFCZ45QDzszGM7npl/RoLf0TDmP JdQB8FTX4YYZuGP3waqXvw== 0000922423-04-000150.txt : 20040205 0000922423-04-000150.hdr.sgml : 20040205 20040205165057 ACCESSION NUMBER: 0000922423-04-000150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040204 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATMI INC CENTRAL INDEX KEY: 0001041577 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 061481060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16239 FILM NUMBER: 04570644 BUSINESS ADDRESS: STREET 1: 7 COMMERCE DRIVE CITY: DANBURY STATE: CT ZIP: 06810-4169 BUSINESS PHONE: 2037941100 MAIL ADDRESS: STREET 1: 7 COMMERCE DRVIE CITY: DANBURY STATE: CT ZIP: 06810-4169 FORMER COMPANY: FORMER CONFORMED NAME: ATMI HOLDINGS INC DATE OF NAME CHANGE: 19970625 8-K 1 kl02036_8k.txt FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2004 ---------- ATMI, INC. (Exact name of registrant as specified in its charter) Delaware 0-30130 06-1481060 (State or other jurisdiction of (Commission file number) (I.R.S. employer incorporation or organization) identification no.) 7 Commerce Drive Danbury, Connecticut 06810 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (203) 794-1100 ATMI, INC. FORM 8-K CURRENT REPORT TABLE OF CONTENTS Page ---- Item 7. Exhibits.........................................................3 Item 12. Results of Operations and Financial Condition....................3 Signature....................................................................4 2 Item 7. Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated February 4, 2004, entitled "ATMI Reports Fourth Quarter 2003 Results." Item 12. Results of Operations and Financial Condition. On February 4, 2004, the Registrant issued a press release announcing its financial results for the fourth quarter of 2003 and for the year ended December 31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, ATMI, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 4, 2004 ATMI, INC. By: /s/ Dan Sharkey ------------------------------ Name: Dan Sharkey Title: Vice President and Chief Financial Officer 4 EX-99 3 kl02036_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 For Immediate Release - --------------------- ATMI REPORTS FOURTH QUARTER 2003 RESULTS DANBURY, CT -- February 4, 2004 -- ATMI, Inc. (Nasdaq: ATMI), a supplier of materials and materials packaging to the world's leading semiconductor manufacturers, today announced financial results for its fourth quarter, and for the year 2003. Consistent with the January 8, 2004 pre-announcement, for the first time, results are reported for continuing and discontinued operations. RESULTS FOR THE FOURTH QUARTER OF 2003 Revenues from continuing operations were $52.4 million in the fourth quarter, up 24% sequentially from the third quarter, and 41% greater than the fourth quarter of last year. Income from continuing operations in the fourth quarter was $5.6 million, or $0.18 per diluted share, which includes a $0.03 per share charge for an investment write-down and a one-time $0.10 per share tax benefit. In the third quarter of 2003, continuing operations generated a loss of $4.9 million, or $0.16 per diluted share, which included special charges of $0.17 per share. In the fourth quarter of last year, income from continuing operations was $1.4 million, or $0.04 per diluted share. Including discontinued operations, total revenues would have been reported at $74.0 million in the fourth quarter, up 27% sequentially from the third quarter, and 36% greater than the fourth quarter of last year. Net income for the fourth quarter was $5.2 million, or $0.17 per diluted share, which includes the net effect of special items previously mentioned, and a $0.01 loss from discontinued operations. Net loss was $10.8 million in the third quarter of 2003, or $0.36 per diluted share, which included a loss from discontinued operations, including special charges, of $0.19 per share. For the fourth quarter of last year, net loss was $1.8 million, or $0.06 per diluted share. RESULTS FOR THE FULL YEAR OF 2003 For 2003, revenues from continuing operations were $171.6 million, up 25% from $137.0 million in 2002. Income from continuing operations was $2.0 million, or $0.06 per diluted share, including a $0.12 per share net charge for special items during 2003 consisting of the one-time tax benefit, offset by the investment write-down, and other special charges recognized in the previous quarters of this past year. In 2002, income from continuing operations was $1.8 million, or $0.06 per diluted share, after $0.01 per share of special items. Including discontinued operations, revenues were $243.4 million in 2003, up 14.5% from $212.6 million in 2002. Net loss was $9.9 million, or $0.32 per diluted share, after $0.18 per share of special items during the year. That compares with $30.7 million in 2002, or $0.99 per diluted share, after $0.71 per share of special items during the year. COMMENTS Gene Banucci, ATMI Chief Executive Officer, said, "Clearly, we are pleased that the long anticipated semiconductor industry turnaround is upon us. Over the last two and a half years of downturn, we've worked hard to reposition the Company as a consistently profitable growth enterprise. Given our wafer start forecast of a 9% to 11% increase for 2004, we expect the coming year to further validate our growth model. Although we anticipate capital equipment expenditures to grow substantially during the year, probably in excess of 40%, we intend to continue the transformation of ATMI, with the sale of non-strategic assets." Doug Neugold, ATMI President, said "During the quarter, all of our continuing product lines experienced good growth. Although we believe there was some catch-up from a slow third quarter, products pertaining specifically to copper deposition and cleaning grew substantially -- between 30% and 60%. We've been working to shift ATMI's entire materials and packaging products portfolio toward advanced interconnect applications. Our most recent analysis tells us they now account for over 30% of our quarterly continuing operations revenues, up from approximately 5% in the fourth quarter of 2002." 99-1 Dan Sharkey, ATMI Chief Financial Officer, said, "As a result of our decision to exit nearly all our Technologies businesses, ATMI's financials will be bifurcated into continuing (essentially our former Materials segment) and discontinued (essentially our former Technologies segment) operations. The process of divesting or partnering our Technologies businesses is well underway, however, we have no specific transactions to report at this time. Our goal is to have total focus on our wafer start-driven semiconductor materials product lines by the end of 2004. ATMI provides specialty materials and materials packaging to the worldwide semiconductor industry. For more information, please visit atmi.com. Statements contained herein that relate to ATMI's future performance, including, without limitation, statements with respect to ATMI's anticipated results of operations or level of business for 2004 or any other future period, are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only and are subject to certain risks, uncertainties, and assumptions, including, but not limited to: changes in semiconductor industry growth or ATMI's markets; competition, problems, or delays developing and commercializing new products; problems or delays in integrating acquired operations and businesses into ATMI; problems or delays associated with any restructuring activity, or implementing any strategy, including resolution of the various discontinued elements of ATMI's Technologies segment; and other factors discussed in ATMI's filings with the Securities and Exchange Commission. Such risks and uncertainties could cause actual results to differ from those projected. ATMI undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise. Note: A conference call (800.289.0544, PIN 580958) discussing financial results will begin at 11:00 a.m. Eastern time, February 4th, 2004. A replay (888.203.1112, PIN 580958) of the call will be available for 48 hours. An audio webcast of the conference call will be available for 30 days on atmi.com. # # # # TABLES FOLLOW For more information contact: Dean Hamilton ATMI 203.207.9349 Direct 203.794.1100 x4202 dhamilton@atmi.com 99-2
ATMI, INC. SUMMARY STATEMENTS OF OPERATION (in thousands, except per share data) Three Months Ended Twelve Months Ended December 31, December 31, 2003 2002 2003 2002 --------- --------- --------- --------- Revenues $ 52,352 $ 37,235 $ 171,634 $ 136,975 Cost of revenues 25,597 18,210 89,902 68,424 --------- --------- --------- --------- Gross profit 26,755 19,025 81,732 68,551 Operating expenses R & D 5,361 3,861 19,170 13,843 S, G, & A 15,061 13,236 54,145 50,572 Restructuring & Other -- -- 1,731 -- --------- --------- --------- --------- Charges 20,422 17,097 75,046 64,415 --------- --------- --------- --------- Operating income 6,333 1,928 6,686 4,136 Other expense, net (2,270) (21) (9,315) (1,413) --------- --------- --------- --------- Income (loss) before taxes 4,063 1,907 (2,629) 2,723 Income taxes (benefit) (1,550) 556 (4,617) 951 --------- --------- --------- --------- Income from continuing operations 5,613 1,351 1,988 1,772 Loss from discontinued operations, net of tax (366) (3,189) (11,907) (32,493) --------- --------- --------- --------- Net income (loss) $ 5,247 ($ 1,838) ($ 9,919) ($ 30,721) ========= ========= ========= ========= Diluted earnings per share from continuing operations $ 0.18 $ 0.04 $ 0.06 $ 0.06 Diluted loss per share from discontinued operations ($ 0.01) ($ 0.10) ($ 0.38) ($ 1.05) Diluted earnings (loss) per share $ 0.17 ($ 0.06) ($ 0.32) ($ 0.99) Weighted average shares outstanding 31,309 30,819 31,208 30,997
99-3 ATMI, INC. SUMMARY BALANCE SHEETS (in thousands) Balance Sheet Highlights December 31, December 31, 2003 2002 ------------ ------------ Assets Cash & marketable securities $128,700 $166,178 Accounts receivable, net 38,439 32,779 Inventory, net 21,564 15,230 Assets held for sale 84,736 84,945 Other current assets 16,280 28,136 -------- -------- Total current assets 289,719 327,268 Fixed assets, net 64,673 63,882 Other assets 60,050 25,332 -------- -------- Total assets $414,442 $416,482 -------- -------- Liabilities and stockholders' equity Accounts payable $ 11,743 $ 11,072 Short-term debt 1,047 1,197 Liabilities held for sale 7,624 9,091 Other current liabilities 24,371 23,386 -------- -------- Total current liabilities 44,785 44,746 Long-term debt 115,290 115,208 Other long-term liabilities 116 138 Stockholders' equity 254,251 256,390 -------- -------- Total liabilities & stockholders' equity $414,442 $416,482 -------- -------- 99-4 -----END PRIVACY-ENHANCED MESSAGE-----