SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
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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.
| Delaware | 06-1481060 | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |||
| 7 Commerce Drive, Danbury, CT | 06810 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| 203-794-1100 | ||||
|
|
||||
| (Registrants 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
No
The number of shares outstanding of the registrants common stock as of Aug 7, 2002 was 30,638,088.
ATMI, INC.
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2002
TABLE OF CONTENTS
| Page | |||||
Part I Financial Information |
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Item 1. Financial Statements (unaudited) |
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Consolidated Balance Sheets |
3 | ||||
Consolidated Statements of Operations |
4 | ||||
Consolidated Statements of Cash Flows |
6 | ||||
Notes to Consolidated Interim Financial Statements |
7 | ||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
13 | ||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
22 | ||||
Part II Other Information |
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Item 1. Legal Proceedings |
23 | ||||
Item 4. Submission of Matters to a Vote of Security Holders |
23 | ||||
Item 6. Exhibits and Reports on Form 8-K |
23 | ||||
Signatures |
24 | ||||
Exhibit |
25 | ||||
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ATMI, Inc.
Consolidated Balance Sheets
(in thousands, except per share data)
| June 30, | December 31, | ||||||||||
| 2002 | 2001 | ||||||||||
| (unaudited) | |||||||||||
Assets |
|||||||||||
Current assets: |
|||||||||||
Cash and cash equivalents |
$ | 82,900 | $ | 167,677 | |||||||
Marketable securities |
86,963 | 42,817 | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $2,102
in 2002, and $2,429 in 2001 |
41,652 | 35,842 | |||||||||
Inventories, net |
34,940 | 39,042 | |||||||||
Deferred income taxes |
4,863 | 5,628 | |||||||||
Other current assets |
21,773 | 15,682 | |||||||||
Total current assets |
273,091 | 306,688 | |||||||||
Property, plant, and equipment, net |
134,308 | 123,191 | |||||||||
Goodwill, net |
7,752 | 7,620 | |||||||||
Other long-term assets, net |
12,272 | 12,357 | |||||||||
Total assets |
$ | 427,423 | $ | 449,856 | |||||||
Liabilities and stockholders equity |
|||||||||||
Current liabilities: |
|||||||||||
Accounts payable |
$ | 7,583 | $ | 11,095 | |||||||
Accrued liabilities |
6,181 | 6,891 | |||||||||
Accrued salaries and related benefits |
7,405 | 6,268 | |||||||||
Long-term debt, current portion |
2,282 | 15,862 | |||||||||
Capital lease obligations |
| 5,112 | |||||||||
Income taxes payable |
| 1,554 | |||||||||
Other current liabilities |
4,274 | 4,584 | |||||||||
Total current liabilities |
27,725 | 51,366 | |||||||||
Long-term debt, less current portion |
115,376 | 116,025 | |||||||||
Deferred income taxes |
2,193 | 1,849 | |||||||||
Other long-term liabilities |
313 | 602 | |||||||||
Commitments and contingencies |
| | |||||||||
Stockholders equity: |
|||||||||||
Preferred stock, par value $.01: 2,000 shares authorized; none issued |
| | |||||||||
Common stock, par value $.01: 50,000 shares authorized; 30,582 and
30,394 issued and outstanding in 2002 and 2001, respectively |
306 | 304 | |||||||||
Additional paid-in capital |
205,957 | 202,164 | |||||||||
Retained earnings |
75,165 | 78,889 | |||||||||
Accumulated other comprehensive income (loss) |
388 | (1,343 | ) | ||||||||
Total stockholders equity |
281,816 | 280,014 | |||||||||
Total liabilities and stockholders equity |
$ | 427,423 | $ | 449,856 | |||||||
See accompanying notes.
3
ATMI, Inc.
Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)
| Three months ended June 30, | |||||||||
| 2002 | 2001 | ||||||||
Revenues |
$ | 57,790 | $ | 55,027 | |||||
Cost of revenues |
34,182 | 31,137 | |||||||
Gross profit |
23,608 | 23,890 | |||||||
Operating expenses: |
|||||||||
Research and development |
7,859 | 8,077 | |||||||
Selling, general and administrative |
17,445 | 17,185 | |||||||
| 25,304 | 25,262 | ||||||||
Operating loss |
(1,696 | ) | (1,372 | ) | |||||
Interest income |
1,291 | 1,229 | |||||||
Interest expense |
(1,576 | ) | (67 | ) | |||||
Other income, net |
456 | 1,461 | |||||||
Income (loss) before income taxes |
(1,525 | ) | 1,251 | ||||||
Provision (benefit) for income taxes |
(533 | ) | 390 | ||||||
Net income (loss) |
$ | (992 | ) | $ | 861 | ||||
Net income (loss) per share-basic |
$ | (0.03 | ) | $ | 0.03 | ||||
Net income (loss) per share-assuming dilution |
$ | (0.03 | ) | $ | 0.03 | ||||
Weighted average shares outstanding-basic |
29,874 | 29,532 | |||||||
Weighted average shares outstanding-assuming dilution |
29,874 | 30,762 | |||||||
See accompanying notes.
4
ATMI, Inc.
Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)
| Six months ended June 30, | |||||||||
| 2002 | 2001 | ||||||||
Revenues |
$ | 106,163 | $ | 132,308 | |||||
Cost of revenues |
63,219 | 69,518 | |||||||
Gross profit |
42,944 | 62,790 | |||||||
Operating expenses: |
|||||||||
Research and development |
14,858 | 15,998 | |||||||
Selling, general and administrative |
33,511 | 37,864 | |||||||
Restructuring charge |
| 12,211 | |||||||
| 48,369 | 66,073 | ||||||||
Operating loss |
(5,425 | ) | (3,283 | ) | |||||
Interest income |
2,488 | 2,785 | |||||||
Interest expense |
(3,742 | ) | (176 | ) | |||||
Other income, net |
951 | 6,677 | |||||||
Income (loss) before income taxes |
(5,728 | ) | 6,003 | ||||||
Provision (benefit) for income taxes |
(2,004 | ) | 2,101 | ||||||
Net income (loss) |
$ | (3,724 | ) | $ | 3,902 | ||||
Net income (loss) per share-basic |
$ | (0.12 | ) | $ | 0.13 | ||||
Net income (loss) per share-assuming dilution |
$ | (0.12 | ) | $ | 0.13 | ||||
Weighted average shares outstanding-basic |
29,829 | 29,521 | |||||||
Weighted average shares outstanding-assuming dilution |
29,829 | 30,634 | |||||||
See accompanying notes.
5
ATMI, Inc.
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
| Six months ended June 30, | ||||||||||
| 2002 | 2001 | |||||||||
Operating activities |
||||||||||
Net income (loss) |
$ | (3,724 | ) | $ | 3,902 | |||||
Adjustments to reconcile net income (loss) to net cash provided (used)
by operating activities: |
||||||||||
Depreciation and amortization |
9,367 | 7,885 | ||||||||
Restructuring charge |
| 12,797 | ||||||||
Provision for bad debt |
83 | 148 | ||||||||
Provision for inventory obsolescence & lower-of-cost or market |
1,440 | 522 | ||||||||
Deferred income taxes |
800 | (352 | ) | |||||||
Tax benefit from nonqualified stock options |
656 | | ||||||||
Realized gain on sale of marketable securities |
(958 | ) | (1,531 | ) | ||||||
Realized loss on investments |
332 | | ||||||||
Other |
10 | | ||||||||
Changes in operating assets and liabilities: |
||||||||||
Accounts receivable |
(5,893 | ) | 16,704 | |||||||
Inventory |
2,661 | (3,007 | ) | |||||||
Other assets |
(6,298 | ) | (1,006 | ) | ||||||
Accounts payable |
(3,512 | ) | (3,481 | ) | ||||||
Accrued expenses |
427 | (4,136 | ) | |||||||
Other liabilities |
(2,154 | ) | (845 | ) | ||||||
Net cash provided (used) by operating activities |
(6,763 | ) | 27,600 | |||||||
Investing activities |
||||||||||
Capital expenditures |
(20,325 | ) | (49,301 | ) | ||||||
Acquisitions and other equity investments |
| (5,500 | ) | |||||||
Purchase of marketable securities |
(43,694 | ) | (37,676 | ) | ||||||
Sale of marketable securities |
1,127 | 2,078 | ||||||||
Net cash used by investing activities |
(62,892 | ) | (90,399 | ) | ||||||
Financing activities |
||||||||||
Borrowings from loans, notes and bonds payable |
| 11,623 | ||||||||
Payments on loans, notes and bonds payable |
(14,229 | ) | (2,936 | ) | ||||||
Payments on capital lease obligations |
(5,112 | ) | (1,586 | ) | ||||||
Proceeds from exercise of stock options and employee stock
purchase plan shares |
3,130 | 1,201 | ||||||||
Net cash provided (used) by financing activities |
(16,211 | ) | 8,302 | |||||||
Effects of exchange rate changes on cash |
1,089 | (151 | ) | |||||||
Net decrease in cash and cash equivalents |
(84,777 | ) | (54,648 | ) | ||||||
Cash and cash equivalents, beginning of period |
167,677 | 127,786 | ||||||||
Cash and cash equivalents, end of period |
$ | 82,900 | $ | 73,138 | ||||||
See accompanying notes.
6
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 generally accepted accounting principles (GAAP) for interim financial information and 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 GAAP in the United States.
In the opinion of the management of ATMI, the financial information contained herein has been prepared on the same basis as the audited consolidated financial statements contained in the Companys Form 10-K, and includes adjustments (consisting of normal recurring adjustments) necessary to present fairly the unaudited quarterly results set forth herein. These unaudited consolidated interim financial statements should be read in conjunction with the December 31, 2001 audited consolidated financial statements and notes thereto included in the Companys Form 10-K. The Companys 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.
The consolidated Balance Sheet at December 31, 2001 has been derived from the audited financial statements at that date, but does not include all of the financial information and disclosures required by GAAP for complete financial statements.
Certain prior year amounts have been reclassified to conform to the current years presentation.
| 2. | Recent Accounting Pronouncements |
Effective January 1, 2002, ATMI has adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. There was no material impact on ATMIs financial position or results of operations as a result of adopting this new standard.
In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, which will become effective for ATMI in fiscal year 2003. SFAS No. 145 changes the way gains and losses from extinguishment of debt are classified in the financial statements, and amends SFAS No. 13 to require that lease modifications having economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. ATMI anticipates that adoption of this standard will not materially impact the Companys financial position or results of operations.
7
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, rather than on the date of commitment to an exit plan. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. ATMI anticipates that adoption of this standard will not materially impact the Companys financial position or results of operations.
| 3. | Per Share Data |
The following table presents the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):
| Three Months Ended | Six Months Ended | |||||||||||||||||
| June 30, | June 30, | |||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
Numerator: |
||||||||||||||||||
Net income (loss) |
$ | (992 | ) | $ | 861 | $ | (3,724 | ) | $ | 3,902 | ||||||||
Denominator: |
||||||||||||||||||
Denominator for basic earnings per
shareweighted average shares |
29,874 | 29,532 | 29,829 | 29,521 | ||||||||||||||
Dilutive effect of contingent shares related
to acquisitions subject to escrow
arrangements |
| 737 | | 737 | ||||||||||||||
Dilutive effect of employee stock options |
| 493 | | 376 | ||||||||||||||
Denominator for diluted earnings per share |
29,874 | 30,762 | 29,829 | 30,634 | ||||||||||||||
Net income (loss) per sharebasic |
$ | (0.03 | ||||||||||||||||