-----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, PZhEbHITth/ssfzBbKD8hPUbBM4xnJp7z/ChVkWh29D92Sx+RB5m0LwY7Tb8dqrn oWHbmZlTY2fz7c2wnKJRag== 0000922423-05-000130.txt : 20050202 0000922423-05-000130.hdr.sgml : 20050202 20050202103205 ACCESSION NUMBER: 0000922423-05-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 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: 05567694 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 kl00203_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 2, 2005 ------------ ATMI, INC. (Exact name of registrant as specified in its charter) Delaware 1-16239 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ATMI, INC. FORM 8-K CURRENT REPORT TABLE OF CONTENTS Page ---- Item 2.02 Results of Operations and Financial Condition....................3 Item 9.01 Exhibits.........................................................3 Signature....................................................................4 2 Item 2.02 Results of Operations and Financial Condition. On February 2, 2005, the Registrant issued a press release announcing its financial results for the fourth quarter of 2004 and for the full fiscal year of 2004 . A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference. The information in this Current Report on Form 8-K, including the exhibit, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into the filings of the the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings. Item 9.01 Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated February 2, 2005, entitled "ATMI Reports Fourth Quarter and 2004 Results." 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 2, 2005 ATMI, INC. By: /s/ Daniel P. Sharkey ------------------------------------ Name: Daniel P. Sharkey Title: Vice President, Treasurer and Chief Financial Officer 4 EX-99.1 2 kl00203_ex99-1.txt PRESS RELEASE EXHIBIT 99.1 T For Immediate Release - --------------------- ATMI REPORTS FOURTH QUARTER AND 2004 RESULTS DANBURY, CT -- February 2, 2005 -- 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 2004. RESULTS FOR THE FOURTH QUARTER OF 2004 Revenues from continuing operations were $64.9 million in the fourth quarter, an increase of 24% from the fourth quarter of last year, and up 1% sequentially from the third quarter of 2004. Income from continuing operations was $3.9 million, or $0.13 per diluted share, which includes a $0.09 per share special charge related to the write-down of a strategic equity investment. Excluding this special charge, income from continuing operations in the fourth quarter was $0.22 per diluted share. Income from continuing operations was $5.6 million, or $0.18 per diluted share, in the fourth quarter of last year, which included both a $0.03 per diluted share special charge related to a write-down of a strategic equity investment and a $0.10 per diluted share one-time tax benefit. Income from continuing operations in the third quarter of 2004 was $6.4 million, or $0.20 per diluted share. Overall, net income for the fourth quarter was $6.9 million, or $0.22 per diluted share, which includes a $0.01 per diluted share loss from discontinued operations and a gain of $0.10 per diluted share on the sale of the one remaining discontinued operation. For the fourth quarter last year, net income was $5.2 -- more -- ATMI Reports Fourth Quarter and 2004 Results -- Page 2 of 6 million, or $0.17 per diluted share, including a $0.01 loss per diluted share from discontinued operations. RESULTS FOR THE FULL YEAR OF 2004 For 2004, revenues from continuing operations were $246.3 million, up 43% from $171.6 million in 2003. Income from continuing operations was $20.1 million, or $0.64 per diluted share, including a $0.09 per diluted share charge for a strategic equity investment write-down. In 2003, income from continuing operations was $2.0 million, or $0.06 per diluted share, including a $0.12 per diluted share net charge for special items consisting of a one-time tax benefit offset by a strategic equity investment write-down and other special charges. Overall, net income was $31.5 million, or $1.00 per diluted share in 2004, including $0.26 per diluted share in gains from sales of discontinued operations, and $0.10 per diluted share of income from the actual operations of discontinued businesses during the year. That compares with a loss of $9.9 million in 2003, or $0.32 per diluted share, including a $0.38 loss per diluted share from the operations of discontinued businesses during the year. COMMENTS Doug Neugold, ATMI Chief Executive Officer, said, "2004 was an important year for the Company. With the completion of our divestiture activity, we ended 2004 and start 2005 focused on our three key offerings: SDS(R) for implant gas delivery, performance materials used in high growth, advanced copper interconnect processes, and packaging products for photoresist and other performance materials ATMI Reports Fourth Quarter and 2004 Results -- Page 3 of 6 where process efficiency is demanded. This mix gives us stability, even when overall wafer starts slow, or temporarily contract." "For 2005, we have set aggressive targets for increasing our focus on key customers, expanding our presence in Asia, improving our position at the leading edge with new products and services for advanced devices, and growing market share for existing devices. ATMI's model of providing products that enable leading edge processes offers ATMI significant growth opportunities. Our wafer start-driven model and our market strength in emerging technology nodes enhance our ability to generate profit and positive cash flow despite the frequently cyclical market environment." Dan Sharkey, ATMI Chief Financial Officer, said, "The strength from our product lines that sell into advanced technology applications drove sequential growth in a quarter where global wafer starts were down by almost 10%. A favorable product mix, driven primarily by a strong quarter for our liquid packaging products, drove sequentially better gross margins, at 51.5% for the quarter, and operating profitability at $0.22 per share. We begin 2005 with an extremely strong balance sheet, supported by almost $240 million in cash, as our completed divestitures in 2004, all at above book value, generated almost $100 million. For the first quarter of 2005, with the expectations that copper lines are still running at high capacity, and that worldwide wafer starts will be relatively flat, we anticipate revenues in the range of $63 million to $67 million, with earnings between $0.17 and $0.23 per share." ATMI Reports Fourth Quarter and 2004 Results -- Page 4 of 6 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 2005 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 (including, without limitation, wafer starts) or ATMI's markets; competition, problems, or delays developing and commercializing new products; problems or delays in integrating acquired operations and businesses; and other factors described in ATMI's filings with the Securities and Exchange Commission. Such risks and uncertainties may cause actual results to differ materially from those expressed in our forward-looking statements. ATMI undertakes no obligation to update any forward-looking statements. Note: A conference call (800.289.0743) discussing financial results will begin at 11:00 a.m. Eastern time, February 2nd, 2005. 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 ------------------ ATMI Reports Fourth Quarter and 2004 Results -- Page 5 of 6 ATMI, INC. SUMMARY STATEMENTS OF OPERATION (in thousands, except per share data)
Three Months Ended December 31, Twelve Months Ended December 31, ------------------------------- -------------------------------- 2004 2003 2004 2003 ---- ---- ---- ---- Revenues $64,871 $52,352 $246,291 $171,634 Cost of revenues 31,481 25,597 122,415 89,902 Gross profit 33,390 26,755 123,876 81,732 Operating expenses R & D 4,826 5,361 19,577 19,170 S, G, & A 18,353 15,061 66,920 54,145 Restructuring & other charges - - - 1,731 ------- ------- ------- -------- 23,179 20,422 86,497 75,046 ------- ------- ------- -------- Operating income 10,211 6,333 37,379 6,686 Other expense, net (4,351) (2,271) (6,915) (9,315) ------- ------- ------- -------- Income from continuing operations before taxes 5,860 4,062 30,464 (2,629) Income taxes (benefit) 1,932 (1,550) 10,358 (4,617) ------- ------- ------- -------- Income (loss) from continuing operations 3,928 5,612 20,106 1,988 Income (loss) from discontinued operations (276) (366) 3,313 (11,907) Gain on disposal of discontinued operations 3,258 - 8,083 - ------- -------- ------- -------- Net income (loss) $ 6,910 $ 5,246 $ 31,502 ($ 9,919) ======= ======== ======== ======== Diluted earnings (loss) per share: Income from continuing operations $0.13 $0.18 $0.64 $0.06 Income (loss) from discontinued operations ($0.01) ($0.01) $0.10 ($0.38) Gain on disposal of discontinued operations $0.10 - $0.26 - ------- ------- ------- -------- Net Income (loss) $0.22 $0.17 $1.00 ($0.32) Weighted average shares outstanding 31,704 31,309 31,650 31,208
ATMI Reports Fourth Quarter and 2004 Results -- Page 6 of 6 ATMI, INC. SUMMARY BALANCE SHEETS (in thousands) Balance Sheet Highlights December 31, December 31, 2004 2003 Assets Cash & marketable securities $238,960 $128,700 Accounts receivable, net 43,680 38,439 Inventory, net 36,918 21,564 Assets held for sale - 84,736 Other current assets 31,340 16,280 -------- --------- Total current assets 350,898 289,719 Fixed assets, net 69,758 64,673 Other assets 49,444 60,050 -------- --------- Total assets $470,100 $414,442 -------- --------- Liabilities and stockholders' equity Accounts payable $16,174 $11,743 Short-term debt 220 1,047 Liabilities held for sale - 7,196 Other current liabilities 37,876 24,799 -------- --------- Total current liabilities 54,270 44,785 Long-term debt 115,084 115,290 Other long-term liabilities 3,169 116 Stockholders' equity 297,577 254,251 -------- --------- Total liabilities & stockholders' $470,100 $414,442 equity -----END PRIVACY-ENHANCED MESSAGE-----