ATMI (ATMI) 10-Q 2011 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

o 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: 1-16239

ATMI, Inc.

(Exact name of registrant as specified in its charter)

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

(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. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filero Accelerated filerþ Non-accelerated filero Smaller reporting companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

The number of shares outstanding of the registrant’s common stock as of June 30, 2011 was 31,675,707.

ATMI, INC.
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2011

TABLE OF CONTENTS

	Page
Part I — Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)		3
Consolidated Statements of Income (unaudited)		4
Consolidated Statement of Stockholders’ Equity (unaudited)		6
Consolidated Statements of Cash Flows (unaudited)		7
Notes to Consolidated Interim Financial Statements (unaudited)		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		32
Item 4. Controls and Procedures		33
Part II — Other Information
Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 6. Exhibits		35
Signatures		36
Exhibits
Exhibit 31.1
Exhibit 31.2
Exhibit 32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

ATMI, Inc.

Consolidated Balance Sheets

(in thousands, except per share data)

	June 30,			December 31,
	2011			2010
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	74,179		$	68,648
Marketable securities, current portion		80,120			58,495
Accounts receivable, net of allowances of $781 and $783, respectively		54,880			54,518
Inventories, net		68,704			62,832
Income taxes receivable		3,262			4,627
Deferred income taxes		6,894			6,801
Prepaid expenses		12,119			14,384
Other current assets		13,084			12,695
Total current assets		313,242			283,000
Property, plant, and equipment, net		117,757			119,053
Goodwill		48,155			46,981
Other intangible assets, net		28,269			28,948
Marketable securities, non-current		13,482			25,429
Deferred income taxes, non-current		2,371			2,097
Other non-current assets		37,555			28,081
Total assets	$	560,831		$	533,589
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	21,588		$	21,045
Accrued liabilities		5,508			5,918
Accrued salaries and related benefits		10,851			12,163
Income taxes payable		672			3,700
Other current liabilities		3,828			3,911
Total current liabilities		42,447			46,737
Deferred income taxes, non-current		12,451			10,245
Other non-current liabilities		19,341			18,182
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, par value $.01 per share: 2,000 shares authorized; none issued		—			—
Common stock, par value $.01 per share: 100,000 shares authorized; 39,865 and 39,640 issued and 31,676 and 31,495 outstanding in 2011 and 2010, respectively		398			396
Additional paid-in capital		440,730			435,840
Treasury stock at cost (8,189 and 8,145 shares in 2011 and 2010, respectively)		(231,096	)		(230,272	)
Retained earnings		267,574			248,433
Accumulated other comprehensive income		8,986			4,028
Total stockholders’ equity		486,592			458,425
Total liabilities and stockholders’ equity	$	560,831		$	533,589

See accompanying notes.

3

ATMI, Inc.

Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)

	Three Months Ended
	June 30,
	2011			2010
Revenues	$	104,027		$	90,996
Cost of revenues		54,565			47,441
Gross profit		49,462			43,555
Operating expenses:
Research and development		14,251			12,465
Selling, general and administrative		19,763			20,446
Total operating expenses		34,014			32,911
Operating income		15,448			10,644
Interest income		289			222
Other expense, net		(8	)		(129	)
Income before income taxes		15,729			10,737
Provision for income taxes		4,595			3,139
Net income	$	11,134		$	7,598
Earnings per common share — basic	$	0.35		$	0.24
Weighted average shares outstanding — basic		31,665			31,509
Earnings per common share — diluted	$	0.34		$	0.24
Weighted average shares outstanding — diluted		32,328			31,938

See accompanying notes.

4

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

	Six Months Ended
	June 30,
	2011			2010
Revenues	$	204,751		$	176,307
Cost of revenues		107,198			91,063
Gross profit		97,553			85,244
Operating expenses:
Research and development		27,702			22,188
Selling, general and administrative		42,745			40,418
Total operating expenses		70,447			62,606
Operating income		27,106			22,638
Interest income		713			428
Other expense, net		(132	)		(95	)
Income before income taxes		27,687			22,971
Provision for income taxes		8,546			6,707
Net income	$	19,141		$	16,264
Earnings per common share — basic	$	0.60		$	0.52
Weighted average shares outstanding — basic		31,674			31,527
Earnings per common share — diluted	$	0.59		$	0.51
Weighted average shares outstanding — diluted		32,325			31,985

See accompanying notes.

5

ATMI, INC.

Consolidated Statement of Stockholders’ Equity

(unaudited)

(in thousands)

											Accumulated
			Additional								Other
	Common		Paid-in			Treasury			Retained		Comprehensive
	Stock		Capital			Stock			Earnings		Income			Total
Balance at December 31, 2010	$	396	$	435,840		$	(230,272	)	$	248,433	$	4,028		$	458,425
Issuance of 36 shares of common stock pursuant to the exercise of employee stock options		—		609			—			—		—			609
Issuance of 8 shares of common stock pursuant to the employee stock purchase plan		—		153			—			—		—			153
Purchase of 44 treasury shares		—		—			(824	)		—		—			(824	)
Stock-based compensation		—		4,130			—			—		—			4,130
Other		2		(2	)		—			—		—			—
Net income		—		—			—			19,141		—			19,141
Reclassification adjustment related to marketable securities sold in net unrealized gain position, net of $3 tax provision		—		—			—			—		(5	)		(5	)
Change in fair value on available-for-sale securities, net of deferred income tax of $133		—		—			—			—		228			228
Cumulative translation adjustment		—		—			—			—		4,735			4,735
Comprehensive income		—		—			—			—		—			24,099
Balance at June 30, 2011	$	398	$	440,730		$	(231,096	)	$	267,574	$	8,986		$	486,592

See accompanying notes.

6

ATMI, Inc.

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

	Six Months Ended
	June 30,
	2011			2010
Operating activities
Net income	$	19,141		$	16,264
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		13,572			13,499
Deferred income taxes		1,351			(457	)
Stock-based compensation expense		4,130			4,308
Gain on remeasurement of contingent consideration		(921	)		—
Other		1,561			1,047
Changes in operating assets and liabilities:
Accounts receivable		412			(1,931	)
Inventories		(5,149	)		(3,212	)
Other assets		(412	)		(5,089	)
Accounts payable		311			2,024
Accrued expenses, income taxes and other liabilities		(3,131	)		5,766
Net cash provided by operating activities		30,865			32,219
Investing activities
Capital expenditures		(9,115	)		(6,455	)
Purchases of marketable securities		(62,176	)		(51,159	)
Proceeds from sales or maturities of marketable securities		53,371			20,042
Acquisition of cost-basis investment		(6,746	)		—
Other		49			4
Net cash used for investing activities		(24,617	)		(37,568	)
Financing activities
Purchases of treasury stock		(824	)		(704	)
Proceeds from exercise of stock options		762			137
Credit line borrowings		—			1,724
Credit line repayments		—			(2,207	)
Other		(22	)		(31	)
Net cash used for financing activities		(84	)		(1,081	)
Effects of exchange rate changes on cash and cash equivalents		(633	)		234
Net increase (decrease) in cash and cash equivalents		5,531			(6,196	)
Cash and cash equivalents, beginning of period		68,648			64,738
Cash and cash equivalents, end of period	$	74,179		$	58,542

See accompanying notes.

7

Notes To Consolidated Interim Financial Statements

(unaudited)

1. Description of Business

ATMI, Inc. (together with its subsidiaries, collectively referred to as the “Company,” “ATMI,” or “we”) believes it is among the leading suppliers of high performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI targets semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly proliferating through the consumer products, information technology, automotive, and communications industries. The market for microelectronics devices is continually changing, which drives demand for new products and technologies at lower cost. ATMI’s customers include many of the leading semiconductor manufacturers in the world who target leading edge technologies. ATMI also addresses an increasing number of critical materials handling needs for the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the biotechnology and laboratory markets, which we believe offer significant growth potential. ATMI’s objective is to meet the demands of our microelectronics and life sciences customers with solutions that maximize the efficiency of their manufacturing processes, reduce capital or operating costs, and minimize the time to develop new products and integrate them into their processes.

2. Significant Accounting Policies and Other Information

Basis of Presentation

The accompanying consolidated interim financial statements of ATMI, Inc. at June 30, 2011 and for the three and six months ended June 30, 2011 and 2010, respectively, are unaudited, but in the opinion of management include all adjustments necessary for a fair presentation of the results for the interim periods. The unaudited consolidated interim financial statements included herein should be read in conjunction with the December 31, 2010 audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company’s quarterly results are subject to fluctuation and, thus, the operating results for any quarter are not necessarily indicative of results to be expected for any future fiscal period.

The consolidated balance sheet at December 31, 2010 has been derived from the audited financial statements at that date, but does not include all of the financial information and disclosures required by Generally Accepted Accounting Principles (“GAAP’) for complete financial statements.

8

Earnings Per Share

This table shows the computation of basic and diluted earnings per share (in thousands, except per share data):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Numerator:
Net income	$	11,134	$	7,598	$	19,141	$	16,264
Denominator:
Denominator for basic earnings per share — weighted average shares		31,665		31,509		31,674		31,527
Dilutive effect of employee stock options		51		12		45		13
Dilutive effect of restricted stock		612		417		606		445
Denominator for diluted earnings per common share — weighted average shares		32,328		31,938		32,325		31,985
Earnings per share-basic	$	0.35	$	0.24	$	0.60	$	0.52
Earnings per share-diluted	$	0.34	$	0.24	$	0.59	$	0.51

This table shows the potential common shares excluded from the calculation of weighted-average shares outstanding because their effect was considered to be antidilutive (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Antidilutive shares		1,045		1,530		1,060		1,530

9

Inventories

Inventories include (in thousands):

	June 30,			December 31,
	2011			2010
Raw materials	$	17,090		$	16,499
Work in process		2,958			2,133
Finished goods		51,750			46,575
		71,798			65,207
Excess and obsolescence reserve		(3,094	)		(2,375	)
Inventories, net	$	68,704		$	62,832

Non-marketable Equity Securities

We selectively invest in non-marketable equity securities of private companies, which range from early-stage companies that are often still defining their strategic direction to more mature companies whose products or technologies may directly support an ATMI product or initiative. At June 30, 2011, the carrying value of our portfolio of strategic investments in non-marketable equity securities totaled $29.3 million ($22.3 million at December 31, 2010), of which $25.4 million are accounted for at cost ($18.6 million at December 31, 2010), and $3.9 million are accounted for using the equity method of accounting ($3.7 million at December 31, 2010). Non-marketable equity securities are included in the consolidated balance sheets under the caption “Other non-current assets.” ATMI’s share of the income or losses of all equity-method investees, using the most current financial information available, which is one month behind ATMI’s normal closing date, is included in our results of operations from the investment date forward. In March 2011, we made an incremental investment of $6.7 million in one of our cost basis investees. There was no change in accounting treatment as a result of this incremental investment.

Income Taxes

We have not provided for U.S. federal income and foreign withholding taxes on approximately $78.9 million of undistributed earnings from non-U.S. operations as of June 30, 2011, because such earnings are intended to be reinvested indefinitely outside of the United States. These earnings could become subject to additional tax if they are remitted as dividends, loaned to ATMI, or upon sale of subsidiary stock. It is not practicable to estimate the amount or timing of the additional tax, if any, that eventually might be paid on the foreign earnings.

We had an effective income tax rate of 29.2 percent and 30.9 percent for the three and six month periods ended June 30, 2011. The effective income tax rate differs from the U.S. federal statutory income tax rate of 35.0 percent primarily due to the mix of income attributable to the various countries in which we conduct business, the increase in the valuation allowance on certain foreign losses, the impact of our reserves, and the R&D credit. In the first six months of 2011, we recorded a tax provision of $0.7 million related to equity-based compensation, partially offset by a reversal of $0.5 million of previously established reserves. Without these items our effective income tax rate for the six month period ended June 30, 2011 would have been 30.3 percent. Our effective income tax rate is calculated based on full-year assumptions.

10

At June 30, 2011, the Company has recorded $4.2 million of unrecognized tax benefits. If any portion of this $4.2 million is subsequently recognized, the Company will then include that portion in the computation of its effective tax rate. On the consolidated balance sheet, $0.7 million of this amount is included in deferred taxes, and $3.5 million is included in the caption “Other non-current liabilities,” including $0.4 million of accrued interest (net) on tax reserves and $0 accrued for penalties. In the second quarter of 2011, based on facts and circumstances and recent interpretation of tax law, we determined that $1.7 million of unrecognized tax benefits will not impact income taxes; as a result, the classification of this amount was changed from unrecognized tax benefits to a loss contingency within the caption “Other non-current liabilities.”

It is reasonably possible that in the next 12 months, because of changes in facts and circumstances, the unrecognized tax benefits for tax positions taken related to previously filed tax returns may change. The range of possible decrease is $0 million to $0.3 million (excluding interest). The Company has been audited in the United States by the Internal Revenue Service through tax year 2007. During 2010, the Internal Revenue Service initiated a U.S. tax audit of tax years 2008 and 2009 which is currently pending.

11

Goodwill and Other Intangible Assets

Goodwill and Other intangible asset balances at June 30, 2011 and December 31, 2010 were (in thousands):

			Patents &						Total Other
	Goodwill		Trademarks			Other			Intangibles
Gross amount as of December 31, 2010	$	46,981	$	49,869		$	1,396		$	51,265
Accumulated amortization		—		(21,943	)		(374	)		(22,317	)
Balance at December 31, 2010	$	46,981	$	27,926		$	1,022		$	28,948
Gross amount as of June 30, 2011	$	48,155	$	51,149		$	1,404		$	52,553
Accumulated amortization		—		(23,836	)		(448	)		(24,284	)
Balance at June 30, 2011	$	48,155	$	27,313		$	956		$	28,269

Changes in carrying amounts of Goodwill and Other Intangibles for the six months ended June 30, 2011 were (in thousands):

			Patents &						Total Other
	Goodwill		Trademarks			Other			Intangibles
Balance at December 31, 2010	$	46,981	$	27,926		$	1,022		$	28,948
Amortization expense		—		(1,766	)		(66	)		(1,832	)
Other, including foreign currency translation		1,174		1,153			—			1,153
Balance at June 30, 2011	$	48,155	$	27,313		$	956			28,269

Variable Interest Entity

In July 2005, ATMI made an investment in Anji Microelectronics Co., Ltd. (“Anji”), an entity in the development stage of researching and developing advanced semiconductor materials, with primary operations in Shanghai, China. We have determined that Anji is a variable interest entity. However, we have determined that we are not the primary beneficiary of Anji because we do not have the power, through voting or similar rights, to direct the activities of Anji that most significantly impact the entity’s economic performance, and we are also not expected to absorb significant losses or gains from Anji. ATMI’s carrying value of this cost basis investment is $3.9 million at June 30, 2011. The carrying value of our investment in Anji represents the cash paid, less our share of the cumulative losses during the period we used the equity-method of accounting. At June 30, 2011, our maximum exposure to loss is $4.3 million, which consists of $3.9 million of our carrying value in this investment, plus a $0.4 million reserve for a put option.

12

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-4, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” This Update provides guidance which is expected to result in common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. It changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. It is not intended for this Update to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the Board’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. We do not anticipate any material impact from this Update.

In June 2011, the FASB issued ASU 2011-5, “Comprehensive Income (Topic 220).” In this Update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments in this Update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. They also do not change the presentation of related tax effects, before related tax effects, or the portrayal or calculation of earnings per share. The amendments in this Update should be applied retrospectively. The amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. We do not anticipate any material impact from this Update.

Other

In the second quarter of 2011, we recognized a $1.2 million benefit in selling, general and administrative expense in the consolidated statement of income related primarily to a capital-based tax credit.

13

3. Equity-Based Compensation

Summary of Plans

This table shows the number of shares approved by stockholders for each plan and the number of shares that remain available for equity awards at June 30, 2011 (in thousands):

			# of
	# of Shares		Shares
Stock Plan	Approved		Available
2003 Stock Plan (1)		3,000		119
2010 Stock Plan (1)		3,000		2,891
Employee Stock Purchase Plan (2)		1,000		249
Totals		7,000		3,259

(1)	Exercise prices for ISOs and non-qualified stock options granted under this plan may not be less than 100 percent of the fair market value for the Company’s common stock on the date of grant.
(2)	Employees may purchase shares at 95 percent of the closing price on the day previous to the last day of each six-month offering period. This plan is not considered to be compensatory.

The Company issued 36,129 shares of common stock as a result of exercises by employees under its employee stock option plans during the first six months of 2011. Such amount was 90,960 shares of common stock during the fiscal year ended December 31, 2010. The Company issued 297,588 shares of restricted stock that include solely a time-based vesting requirement in the six months ended June 30, 2011 and such amount was 321,924 during the fiscal year ended December 31, 2010. The Company issued 101,325 shares of restricted stock to its executive officers that include both performance-based and time-based vesting requirements (“PRSAs”) in the six months ended June 30, 2011 and such amount was 102,514 during the fiscal year ended December 31, 2010. PRSAs are granted at a theoretical maximum amount based on a “stretch” metric equal to 200% of target performance. The actual number of PRSAs earned ranges from 0% to 200% of the grant value, with 200% representing the theoretical maximum that can be earned, and 100% being earned for target performance. In the first six months of 2011, 48,055 of the 102,514 PRSAs granted in 2010 were earned (subject to time-based vesting), while 54,459 shares were cancelled.

14

4. Marketable Securities

Marketable securities include at June 30, 2011 and December 31, 2010 (in thousands):

			2011							2010
			Gross							Gross
			Unrealized			Estimated				Unrealized			Estimated
	Cost		Gain (Loss)			Fair Value		Cost		Gain (Loss)			Fair Value
Securities in unrealized gain position:
Common stock	$	251	$	1,816		$	2,067	$	251	$	1,545		$	1,796
Government debt obligations (1)		30,777		100			30,877		16,661		87			16,748
GS (2) debt obligations		27,904		40			27,944		15,004		11			15,015
U.S. Treasury obligations (3)		—		—			—		8,045		2			8,047
Subtotal		58,932		1,956			60,888		39,961		1,645			41,606
Securities in unrealized loss position:
Government debt obligations (1)		10,099		(10	)		10,089		26,138		(63	)		26,075
GS (2) debt obligations		8,500		(7	)		8,493		8,000		(9	)		7,991
Auction-rate security (4)		4,707		(1,806	)		2,901		4,695		(1,794	)		2,901
Subtotal		23,306		(1,823	)		21,483		38,833		(1,866	)		36,967
Securities at amortized cost:
Time deposits		11,231		—			11,231		5,351		—			5,351
Subtotal		11,231		—			11,231		5,351		—			5,351
Total marketable securities	$	93,469	$	133		$	93,602	$	84,145	$	(221	)	$	83,924

(1)	State and municipal government debt obligations
(2)	U.S. Government Sponsored
(3)	U.S. Treasury obligations were included as part of U.S Government Sponsored securities in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010
(4)	Massachusetts Educational Financing Authority (MEFA) auction rate security — Par Value $5,000,000 less unaccreted non-cash credit loss of $293,000

15

The amortized cost and estimated fair value of available-for-sale securities, by contractual maturity, as of June 30, 2011 are shown below; expected maturities may differ from contractual maturities because the issuers of the securities may exercise the right to prepay obligations without prepayment penalties.

			Estimated
	Cost		Fair Value
Due in one year or less	$	35,263	$	35,286
Due between one and three years		53,248		53,348
Auction-rate security (due in 2038)		4,707		2,901
		93,218		91,535
Common stock		251		2,067
	$	93,469	$	93,602

This table shows the Company’s marketable securities that were in an unrealized loss position at June 30, 2011, and also shows the duration of time the security has been in an unrealized loss position:

	Less Than 12 Months					12 Months or Greater							Total
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Government debt obligations		9,785		(9	)		304		(1	)		10,089		(10	)
Government sponsored debt obligations		8,493		(7	)		—		—			8,493		(7	)
Auction-rate security		—		—			2,901		(1,806	)		2,901		(1,806	)
Total	$	18,278	$	(16	)	$	3,205	$	(1,807	)	$	21,483	$	(1,823	)

See Note 6 for further discussion.

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5. Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income are (in thousands):

			Unrealized
			Gain (Loss)
	Currency		on Available-
	Translation		for-Sale
	Adjustments		Securities			Total
Balance at December 31, 2009	$	3,405	$	(1	)	$	3,404
Reclassification adjustment related to marketable securities in net unrealized gain position at prior period end, net of $282 tax provision (1)		—		(481	)		(481	)
Change in fair value of available-for-sale securities, net of deferred income tax of $201		—		343			343
Cumulative translation adjustment		762		—			762
Balance at December 31, 2010	$	4,167	$	(139	)	$	4,028
Reclassification adjustment related to marketable securities in net unrealized gain position at prior period end, net of $3 tax provision (1)		—		(5	)		(5	)
Change in fair value of available-for-sale securities, net of deferred income tax of $133		—		228			228
Cumulative translation adjustment		4,735		—			4,735
Balance at June 30, 2011	$	8,902	$	84		$	8,986

(1) Determined based on the specific identification method

6. Fair Value Measurements

The Company measures and reports financial assets and financial liabilities on a fair value basis, consistent with ASC 820 “Fair Value Measurements and Disclosures,” using the following three categories for classification and disclosure purposes:

Level 1— Quoted prices in active markets for identical assets and liabilities. Level 1 assets and liabilities consist of cash, money market fund deposits, time deposits, certain of our marketable equity instruments, and forward foreign currency exchange contracts that are traded in an active market with sufficient volume and frequency of transactions.

Level 2— Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include certain of our marketable debt instruments with quoted market prices that are traded in less active markets or priced using a quoted market price for similar instruments.

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Level 3— Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

In March 2011, the annual auction for the auction-rate security failed for the fourth time in four years and the tax-exempt coupon rate of interest was reset to 0.7 percent from its previous rate of 0.68 percent. We will not have access to these funds prior to maturity, until a future auction for this security is successful, the security has been called by the issuer, or until we sell the security in a secondary market. We have no current intent to sell this security and it is not more likely than not that we will be required to sell this security before anticipated recovery of its remaining amortized cost. The valuation of this security incorporated assumptions about the anticipated term and the yield that a market participant would require to purchase such a security in the current market environment. The estimated fair value of the auction-rate security was $2.9 million at June 30, 2011 ($2.9 million at December 31, 2010).

At June 30, 2011 and December 31, 2010, we have included the fair value of this security under the caption “Marketable securities, non-current” in the Consolidated Balance Sheets.

Assets / Liabilities Measured at Fair Value on a Recurring Basis

This table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2011 (in thousands):

				Fair Value Measured Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical			Observable		Unobservable
				Assets			Inputs		Inputs
	Total			(Level 1)			(Level 2)		(Level 3)
Cash & cash equivalents	$	74,179		$	74,179			—		—
Available-for-sale marketable securities
Common stock	$	2,067		$	2,067			—		—
Time deposits	$	11,231		$	11,231			—		—
Government debt obligations	$	40,966			—		$	40,966		—
Government sponsored debt obligations	$	36,437			—		$	36,437		—
Auction Rate Security	$	2,901			—			—	$	2,901
Foreign currency exchange contract liability	$	(247	)	$	(247	)		—		—

There were no transfers of assets or liabilities between Level 1 and Level 2 during the first six months of 2011.

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During the first six months of 2011, our valuation methodologies were consistent with previous years, and there were no transfers into or out of Level 3 based on changes in observable inputs.

This table presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2011 (in thousands).

	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Available-For-
	Sale Marketable
	Securities		Total
Balance at December 31, 2010	$	2,901	$	2,901
Total gains, realized and unrealized:
Included in net income		—		—
Included in accumulated other comprehensive income		—		—
Purchases, issuances, and settlements, net		—		—
Transfers into (out of) Level 3		—		—
Balance at June 30, 2011	$	2,901	$	2,901
See Note 4 for further discussion

Assets / Liabilities Measured at Fair Value on a Nonrecurring Basis

All assets and liabilities measured at fair value on a nonrecurring basis are categorized as Level 3, requiring significant management judgment due to the absence of quoted market prices or observable inputs for assets of a similar nature.

On November 2, 2010, ATMI’s Belgian subsidiary acquired the remaining 60 percent of the outstanding shares of Artelis S.A. The total accounting purchase consideration of $21.8 million included a cash payment of $4.0 million, the fair value of contingent payments tied to future revenue performance of $8.4 million, the carrying value of $5.9 million related to our original 40 percent non-controlling ownership interest, and assumed debt of $3.5 million. The contingent payments tied to future revenue performance, for the years 2012 through 2014, have a range of possible outcomes from zero to $23.3 million.

Consistent with prior quarters, the fair value of the Artelis contingent consideration liability was estimated using a discounted cash flow methodology. Since the value is primarily based on revenues achieved in the measurement period, our estimate this quarter included a simulation of revenues undertaken in a Monte Carlo simulation framework. We risk adjusted the revenue estimates in the simulation in accordance with their market related risks. The amounts calculated based on the simulated revenues were then discounted to present value at an average rate of 4.3 percent using a term appropriate risk-free rate plus a spread commensurate to the Company’s credit rating as of the valuation date.

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The fair value of the contingent payments as of March 31, 2011 was $9.6 million.

The fair value of the contingent payments as of June 30, 2011 was $8.9 million. We have recorded a non-taxable $0.9 million reduction to selling, general and administrative expense in the income statement to reflect the revaluation of this obligation which includes the effect of foreign currency. We will continue to use a term appropriate risk-free rate plus a spread commensurate to our credit rating going forward and would anticipate accretion to have an immaterial effect on our future results.

Due to their nature, the carrying value of cash, receivables, and payables approximates fair value.

7. Foreign Currency Exchange Contracts

We use forward foreign currency exchange contracts to hedge specific or anticipated exposures relating to intercompany payments (primarily U.S. export sales to subsidiaries at pre-established U.S. dollar prices), intercompany loans and other specific and identified exposures. The terms of the forward foreign currency exchange contracts are matched to the underlying transaction being hedged, and are typically under one year. Because such contracts are directly associated with identified transactions, they represent an economic hedge against fluctuations in the value of the foreign currency underlying the transaction.

Changes in the fair value of economic hedges are recognized in earnings as an offset to the change in the fair value of the underlying exposures being hedged. Any hedge ineffectiveness is recognized in earnings immediately. We do not enter into derivative instruments for trading or speculative purposes and all of our derivatives were highly effective throughout the periods reported.

Counterparties to forward foreign currency exchange contracts are major banking institutions with credit ratings of investment grade or better and no collateral is required. There are no significant risk concentrations. We believe the risk of incurring losses on derivative contracts related to credit risk is remote.

At June 30, 2011, we held foreign currency exchange contracts that are economic hedges with notional amounts totaling $31.6 million, of which $19.1 million will be settled in Euros, $1.9 million will be settled in Taiwan Dollars, $0.8 million will be settled in Japanese Yen and $9.8 million will be settled in Korean Won. Changes in the fair market value (gain or loss) on these contracts were not significant as of June 30, 2011.

We recorded net losses of $0.6 million and $0.9 million for the three and six months ended June 30, 2011 and net gains of $0.04 million and $0.1 million for the three and six months ended June 30, 2010, respectively, under the caption “Other expense, net” in the Consolidated Statements of Income related to changes in the fair value of our financial instruments for forward foreign currency exchange contracts.

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8. Commitments and Contingencies

ATMI is, from time to time, subject to legal actions, governmental audits, and proceedings relating to various matters incidental to its business including contract disputes, intellectual property disputes, product liability claims, employment matters, export and trade matters, and environmental matters. While the outcome of such matters cannot be predicted with certainty, in the opinion of management, after reviewing such matters and consulting with ATMI’s counsel and considering any applicable insurance or indemnifications, any liability which may ultimately be incurred is not expected to materially affect ATMI’s consolidated financial position, cash flows or results of operations.

ATMI has entered into an agreement with Anji Microelectronics Co., Ltd. (“Anji”) for the issuance of a financial guarantee up to $2.5 million in order to assist Anji in securing bank financing. ATMI’s guarantee is secured by Anji’s assets and additional equity interests in Anji’s operating subsidiaries. In June 2011, Anji repaid $2.3 million of the $2.5 million associated with this bank financing. The remaining $0.2 million in Anji’s bank financing was repaid in July 2011. In accordance with the terms of the bank financing, new amounts cannot be borrowed, so ATMI’s maximum exposure in relation to this bank financing is $0.2 million. We believe that, based on independent credit rating agency research, and our knowledge of their business, Anji continues to be an acceptable credit risk.

As part of the Artelis acquisition, we recognized a liability for the fair value of contingent payments tied to future revenue performance for the fiscal years 2012 through 2014. Our estimate of the fair value of the contingent payments as of June 30, 2011 is $8.9 million. See Note 6 for further discussion.

9. Segments

ATMI is organized along functional lines of responsibility, whereby each member of the Company’s executive team has global responsibility for each respective functional area, such as supply chain operations, sales, marketing, finance, and research and development. The executive team is the chief operating decision maker of ATMI. Discrete financial information is only prepared at the product-line level for revenues and certain direct costs. Functional results are reviewed at the consolidated level. ATMI’s operations comprise one operating segment.

ATMI derives virtually all of its revenues from providing materials and packaging products and related integrated process solutions to microelectronics and life sciences manufacturers. ATMI’s products are consumed or used in the front-end manufacturing process. They span many different technology applications at various stages of maturity and in many cases are inter-related in their application to a customer’s process.

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Revenues from external customers, by product type, were as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Microelectronics	$	94,669	$	83,416	$	184,818	$	160,130
Life sciences		9,358		7,580		19,933		16,177
Total	$	104,027	$	90,996	$	204,751	$	176,307

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

Three and Six Months Ended June 30, 2011 as Compared to 2010

Cautionary Statements Under the Private Securities Litigation Reform Act of 1995

Disclosures included in this Form 10-Q contain “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. Forward-looking statements may be identified by words such as “anticipate,” “plan,” “believe,” “seek,” “estimate,” “expect,” “could,” and words of similar meanings and include, without limitation, statements about the expected future business and financial performance of ATMI such as financial projections, expectations for demand and sales of new and existing products, customer and supplier relationships, research and development programs, market and technology opportunities, international trends, business strategies, business opportunities, objectives of management for future operations, microelectronics industry (including wafer start) growth, and trends in the markets in which the Company participates. Forward-looking statements are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions because of changes in political, economic, business, competitive, market, regulatory, and other factors. Certain factors that could cause such differences include:

• variation in profit margin performance caused by decreases in shipment volume, product quality issues, reductions in, or obsolescence of, inventory, inefficiencies in production facilities and shifts in product mix;

• cyclicality in the markets in which we operate;

• disruptions in global credit and financial markets, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, inflationary or deflationary pressures, and uncertainty about economic stability;

• aggressive management of inventory levels by our customers and their customers;

• availability of supply from a single or limited number of suppliers or from suppliers in a single country;

• highly competitive markets for our products;

• inability to realize our anticipated gains from investments in new technology;

• changes in export controls, environmental and other laws or policies, as well as the general political and economic conditions, exchange rate fluctuations, security risks, health conditions and possible disruptions in transportation networks, of the various countries in which we operate;

• potential natural or man-made disasters in locations where we, our customers, or our suppliers operate;

• climate change and compliance with climate change related country regulations:

• loss, or significant curtailment, of purchases by one or more of our largest customers;

• customer-driven pricing pressures adversely affecting our average selling prices and margin;

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• inability to meet customer demand from quarter to quarter, causing us to incur expedited shipping costs or hold excess or obsolete inventory;

• taxation and audit by taxing authorities in the various countries in which we operate;

• competition for highly skilled scientific, technical, managerial and marketing personnel;

• inability to continue to anticipate rapidly changing technologies and market trends, to enhance our existing products and processes, to develop and commercialize new products and processes, and to expand through selected acquisitions of technologies or businesses or other strategic alliances;

• inability to protect our competitive position via our patents, patent applications, and licensed technology in the United States and other countries; restrictions on our ability to make and sell our products as a result of competitors’ patents; costly and time-consuming patent litigation;

• risk of product claims beyond existing insurance coverage levels resulting from the manufacture and sale of our products, which include thin film and other toxic materials;

• inability to realize the anticipated benefits of acquisitions due to difficulties integrating acquired businesses with our current operations;

• fluctuations in currency exchange rates;

• governmental regulations related to the storage, use, and disposal of certain toxic or otherwise hazardous chemicals in our manufacturing, processing and research and development activities, as well as regulations applicable to both operators and owners of property where releases of hazardous substances may have occurred (including releases by prior occupants); and

• uncertainty regarding compliance matters and higher costs resulting from changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and new regulations from the SEC.

These risks and uncertainties are described in more detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and our other subsequent filings with the Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings. Like other companies, we are susceptible to macroeconomic downturns in the United States or abroad that may affect the general economic climate and our performance and the performance of our customers. The price of our common stock is subject to volatility due to fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control. ATMI undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

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Company Overview

ATMI, Inc. (together with its subsidiaries, collectively referred to as the “Company,” “ATMI,” or “we”) believes it is among the leading suppliers of high performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI targets semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly proliferating through the consumer products, information technology, automotive, and communications industries. The market for microelectronics devices is continually changing, which drives demand for new products and technologies at lower cost. ATMI’s customers include many of the leading semiconductor manufacturers in the world who target leading edge technologies. ATMI also addresses an increasing number of critical materials handling needs for the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the biotechnology and laboratory markets, which we believe offer significant growth potential. ATMI’s objective is to meet the demands of our microelectronics and life sciences customers with solutions that maximize the efficiency of their manufacturing processes, reduce capital or operating costs, and minimize the time to develop new products and integrate them into their processes.

Results of Operations

Executive Summary

In the second quarter of 2011, we achieved our second consecutive quarter of record revenues with revenues of $104.0 million, an increase of 14.3 percent compared to the second quarter of 2010. The increase was primarily due to strong consumer electronics demand which drove higher wafer starts and increased fab utilization during the period. The growth in revenues, which was seen in most of our product lines, was most pronounced in our copper materials, as customers continued ramping the production of advanced nodes. Gross profit margin in the second quarter of 2011 declined slightly to 47.5 percent compared to 47.9 percent in the prior year quarter driven by some anticipated price reductions and product mix. We recognized a $1.2 million benefit in selling, general and administrative (“SG&A”) expense primarily related to a capital-based tax credit. We also recognized a $0.9 million gain in SG&A associated with a reduction in the fair value of our liability for contingent consideration related to the Artelis acquisition. As a result of the items noted above, our operating profit margin increased to 14.8 percent in the second quarter of 2011 from 11.7 percent in the second quarter of 2010. Net income increased 46.5 percent to $11.1 million ($0.34 per diluted share) in the second quarter of 2011 compared to $7.6 million ($0.24 per diluted share) in the second quarter of 2010.

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In the first six months of 2011, our revenues increased by 16.1 percent compared to the first six months of 2010, reflecting continuing strength in consumer electronics demand which drove higher wafer starts and increased fab utilization. Our gross profit margin has declined by 70 basis points to 47.6 percent due to anticipated price reductions, some unanticipated cost overruns, and product mix. Our operating profit margin increased to 13.2 percent in the first half of 2011 compared to 12.8 percent in the first half of 2010. Operating profit in the first half of 2011 included a $1.2 million benefit primarily associated with a capital-based tax credit and a $0.9 million gain associated with the reduction in fair value of a contingent consideration liability, noted above. Net income increased 17.7 percent to $19.1 million ($0.59 per diluted share) in the first half of 2011 compared to $16.3 million ($0.51 per diluted share) in the first half of 2010.

Going forward, business and market uncertainties may continue to affect results. See “Cautionary Statements Under the Private Securities Litigation Reform Act of 1995” above and Management’s Discussion and Analysis in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for a full discussion of the key factors which affect our business and operating results.

Revenues

	2011		2010		%Change
Quarter ended June 30,	$	104,027	$	90,996		14.3	%
Six months ended June 30,	$	204,751	$	176,307		16.1	%

Revenues grew in the second quarter of 2011 compared to the second quarter of 2010 across most of our product lines and were primarily the result of higher customer demand driven by higher wafer starts and fab utilization. Revenues in our microelectronics product lines grew 13.5 percent to $94.7 million in the second quarter of 2011 from $83.4 million in the second quarter of 2010. Revenue growth in microelectronics was higher than overall market growth associated with continued increased wafer starts and fab utilization. Revenues in our life sciences product lines increased 23.5 percent in the second quarter of 2011 to $9.4 million compared to $7.6 million in the second quarter of 2010, primarily driven by stronger demand for our single-use technology solutions and royalties from intellectual property licensing agreements. While demand, in general, has been improving, given the ongoing pressures to bring costs down in the consumer and microelectronic industries, we continue to experience pricing pressure with several of our legacy products.

The growth in revenues in the first six months of 2011 compared to the first six months of 2010 occurred in both our microelectronics and life sciences product lines. Revenues in our microelectronics product lines grew 15.4 percent to $184.8 million in the first six months of 2011 from $160.1 million in the first six months of 2010. In our life sciences product lines, revenues increased 23.2 percent to $19.9 million in the first half of 2011 from $16.2 million in the first half of 2010. We entered into a license agreement with a third party in the first quarter that included the payment of royalties to ATMI for periods prior to 2011.

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Gross Profit

	2011						2010
				% of					% of
	Amount			Revenues			Amount		Revenues
Quarter ended June 30,	$	49,462	��		47.5	%	$	43,555		47.9	%
Six months ended June 30,	$	97,553			47.6	%	$	85,244		48.3	%

Gross profit increased 13.6 percent to $49.5 million in the second quarter of 2011 from $43.6 million in the second quarter of 2010. Gross profit in our microelectronics product lines increased 12.9 percent to $46.8 million in the second quarter of 2011 from $41.5 million in the second quarter of 2010. Gross profit margins in our microelectronics product lines were approximately 50 percent in the second quarter of 2011, similar to the second quarter of 2010. The increase in gross profit was driven by sales volume increases as a result of improved economic conditions. Gross profit in our life sciences product lines increased 26.1 percent to $2.6 million in the second quarter of 2011 compared to $2.1 million in the second quarter of 2010. Gross profit margins in our life sciences product lines were approximately 28 percent in each of the second quarters of 2011 and 2010, respectively.

For the six months ended June 30, 2011, gross profit increased 14.4 percent to $97.6 million from $85.2 million for the six months ended June 30, 2010. Gross profit in our microelectronics product lines increased 14.0 percent to $90.1 million for the six months ended June 30, 2011 from $79.1 million for the six months ended June 30, 2010. Gross profit margin in microelectronics was approximately 49 percent in the six months ended June 30, 2011 and 2010. Gross profit in our life sciences product lines increased 20.0 percent to $7.4 million for the six months ended June 30, 2011 compared to $6.2 million for the six months ended June 30, 2010. Gross profit margins declined slightly to approximately 37 percent for the six months ended June 30, 2011 compared to approximately 38 percent for the six months ended June 30, 2010. The decline in gross margin in the first half of 2011 includes the effect of the U.S. manufacturing capacity we brought online in mid-2010.

Research and Development Expenses

	2011					2010
			% of					% of
	Amount		Revenues			Amount		Revenues
Quarter ended June 30,	$	14,251		13.7	%	$	12,465		13.7	%
Six months ended June 30,	$	27,702		13.5	%	$	22,188		12.6	%

Research and development (“R&D”) expense increased 14.3 percent to $14.3 million in the second quarter of 2011 from $12.5 million in the second quarter of 2010. The increase in R&D spending was driven by increased product development spending associated with the November 2010 Artelis acquisition ($0.7 million) and increases in employee salaries ($0.3 million), legal fees ($0.2 million), prototypes ($0.2 million) and consumables ($0.2 million) partially offset by lower High Productivity Development (”HPD”) licensing and maintenance contract costs ($1.0 million).

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R&D expense increased 24.9 percent to $27.7 million in the first six months of 2011 compared to $22.2 million in the first six months of 2010. The increase in 2011 spending was driven by increased product development spending associated with the November 2010 Artelis acquisition ($1.3 million), higher employee related spending for salaries ($0.8 million), consumables ($0.4 million), legal fees ($0.3 million), increased HPD licensing/maintenance ($0.3 million), and prototypes ($0.2 million).

Selling, General and Administrative Expenses

	2011					2010
			% of					% of
	Amount		Revenues			Amount		Revenues
Quarter ended June 30,	$	19,763		19.0	%	$	20,446		22.5	%
Six months ended June 30,	$	42,745		20.9	%	$	40,418		22.9	%

SG&A expenses decreased 3.3 percent to $19.8 million in the second quarter of 2011 from $20.4 million in the second quarter of 2010. The decrease in the second quarter of 2011 is the result of a $1.2 million benefit related primarily to a capital-based tax credit and a $0.9 million gain associated with the change in fair value of the Artelis contingent consideration liability, largely offset by SG&A expenses associated with the November 2010 Artelis acquisition ($1.2 million) and increased salaries ($0.8 million).

SG&A increased 5.8 percent to $42.7 million in the first six months of 2011 compared to $40.4 million in the first six months of 2010. The increase in the first half of 2011 is the result of SG&A expenses associated with the November 2010 Artelis acquisition ($2.4 million) and increased employee related costs ($2.5 million) from increased salaries of $1.9 million and benefits of $0.6 million, partially offset by a $1.2 million benefit primarily related to a capital-based tax credit and a $0.9 million gain from the change in fair value of a contingent consideration liability.

Operating Income

	2011					2010
			% of					% of
	Amount		Revenues			Amount		Revenues
Quarter ended June 30,	$	15,448		14.9	%	$	10,644		11.7	%
Six months ended June 30,	$	27,106		13.2	%	$	22,638		12.8	%

Operating income increased 45.1 percent to $15.4 million in the second quarter of 2011 compared to $10.6 million in the first quarter of 2010. This change is from a variety of factors, including continued revenue growth, the SG&A benefits, and other items noted above.

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For the six months ended June 2011, we generated operating income of $27.1 million compared to operating income of $22.6 million in the first six months of 2010. This change is from a variety of factors, such as the improvement in revenues due to improved economic conditions, the SG&A benefits, and other items as noted above.

Interest Income

Interest income increased to $0.3 million in the second quarter of 2011 from $0.2 million in the second quarter of 2010 and to $0.7 million for the six months ended June 2011 from $0.4 million for the six months ended June 2010 primarily caused by higher invested balances and slightly improved average yields.

Provision for Income Taxes

	Effective Rate
	2011			2010
Quarter ended June 30,		29.2	%		29.2	%
Six months ended June 30,		30.9	%		29.2	%

We have not provided for U.S. federal income and foreign withholding taxes on approximately $78.9 million of undistributed earnings from non-U.S. operations as of June 30, 2011, because such earnings are intended to be reinvested indefinitely outside of the United States. These earnings could become subject to additional tax if they are remitted as dividends, loaned to ATMI, or upon sale of subsidiary stock. It is not practicable to estimate the amount or timing of the additional tax, if any, that eventually might be paid on the foreign earnings.

We had an effective income tax rate of 29.2 percent and 30.9 percent for the three and six month periods ended June 30, 2011. The effective income tax rate differs from the U.S. federal statutory income tax rate of 35.0 percent primarily due to the mix of income attributable to the various countries in which we conduct business, the increase in the valuation allowance on certain foreign losses, the impact of our reserves, and the R&D credit. In the first six months of 2011, we recorded a tax provision of $0.7 million related to equity-based compensation, partially offset by a reversal of $0.5 million of previously established reserves. Without these items our effective income tax rate for the six month period ended June 30, 2011 would have been 30.3 percent. Our effective income tax rate is calculated based on full-year assumptions.

At June 30, 2011, the Company has recorded $4.2 million of unrecognized tax benefits. If any portion of this $4.2 million is subsequently recognized, the Company will then include that portion in the computation of its effective tax rate. On the consolidated balance sheet, $0.7 million of this amount is included in deferred taxes, and $3.5 million is included in the caption “Other non-current liabilities,” including $0.4 million of accrued interest (net) on tax reserves and $0 accrued for penalties. In the second quarter of 2011, based on facts and circumstances and recent interpretation of tax law, we determined that $1.7 million of unrecognized tax benefits will not impact income taxes; as a result, the classification of this amount was changed from unrecognized tax benefits to a loss contingency within the caption “Other non-current liabilities.”

It is reasonably possible that in the next 12 months, because of changes in facts and circumstances, the unrecognized tax benefits for tax positions taken related to previously filed tax returns may change. The range of possible decrease is $0 million to $0.3 million (excluding interest). The Company has been audited in the United States by the Internal Revenue Service through tax year 2007. During 2010, the Internal Revenue Service initiated a U.S. tax audit of tax years 2008 and 2009 which is currently pending.

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Liquidity and Capital Resources

We assess liquidity in terms of our ability to generate cash to fund our operating and investing activities. Of particular importance to management are cash flows generated by operating activities, cash used for capital expenditures, and cash used for acquisitions.

Until required for use in the business, we invest our cash reserves in bank deposits, certificates of deposit, money market securities, government and government-sponsored bond obligations, and other interest bearing marketable debt instruments in accordance with our investment policy. We have contracted with investment advisers to invest our funds consistent with our investment policy. The value of our investments may be adversely affected by increases in interest rates, instability in the global financial markets that reduces the liquidity of securities included in our portfolio, and by other factors which may result in other-than-temporary declines in value of the investments, which could impact our financial position and our overall liquidity. Each of these events may cause us to record charges to reduce the carrying value of our investment portfolio or sell investments for less than our acquisition cost. We attempt to mitigate these risks with the assistance of our investment advisors by investing in high-quality securities and monitoring the overall risk profile of our portfolio. We also maintain a well-diversified portfolio that limits our credit exposure through concentration limits set within our investment policy.

We have financed our operating needs and capital expenditures through cash flows from our operations, and existing cash. We expect to continue to finance current and planned operating requirements principally through cash from operations, as well as existing cash resources. We believe that these funds will be sufficient to meet our operating requirements for the foreseeable future. However, we may, from time to time, seek additional funding through a combination of equity and debt financings or from other sources.

We continue to invest in R&D to provide future sources of revenue through the development of new products, as well as through additional uses for existing products. We consider R&D and the development of new products and technologies an integral part of our growth strategy and a core competency of the Company. Likewise, we continue to make capital expenditures in order to expand and modernize manufacturing facilities around the globe and to drive efficiencies throughout the organization. Additionally, management considers, on a continuing basis, potential acquisitions of strategic technologies and businesses complementary to the Company’s current business.

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A summary of our cash flows follows (in thousands):

	Six Months Ended
	June 30,
	2011			2010
Cash provided by (used for):
Operating activities	$	30,865		$	32,219
Investing activities		(24,617	)		(37,568	)
Financing activities		(84	)		(1,081	)
Effects of exchange rate changes on cash and cash equivalents		(633	)		234

Operating Activities

During the six-month period ended June 30, 2011, we generated $30.9 million of cash from operations, which was $1.3 million lower than the $32.2 million generated during the six-month period ended June 30, 2010. Cash generated from operations was primarily from net income, as adjusted for non-cash items, partially offset by a decrease in income tax receivable, increases in inventories and decreases in accrued expenses. Inventories increased by $5.9 million primarily driven by increases in volume and strategic safety stocks.

Investing Activities

Net cash used for investing activities decreased by $13.0 million to $24.6 million in the six months ended June 30, 2011 compared to the quarter ended June 30, 2010. Our investing activities primarily relate to purchases of property, plant and equipment, purchases, sales and maturities of marketable securities, and acquisitions. The decrease of cash used for investing activities was driven by the significant increase in sales and maturities of marketable securities, partially offset by an increase in purchases of marketable securities, a $6.7 million purchase of a cost-basis investment in the first half of 2011, and an increase in capital expenditures.

Financing Activities

Financing activities resulted in a use of cash of $0.1 million in the six months ended June 30, 2011, which was a decrease of $1 million in cash used compared to the six months ended June 30, 2010. The decrease was primarily related to proceeds of $0.8 million from the exercise of stock options and no repayments against our credit line in 2011.

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Critical Accounting Estimates

There have been no material changes from the methodologies applied by management for critical accounting estimates previously disclosed in ATMI’s most recent Annual Report on Form 10-K.

Off-Balance Sheet Arrangements and Contractual Obligations

ATMI has entered into an agreement with Anji Microelectronics Co., Ltd. (“Anji”) for the issuance of a financial guarantee up to $2.5 million in order to assist Anji in securing bank financing. ATMI’s guarantee is secured by Anji’s assets and additional equity interests in Anji’s operating subsidiaries. In June 2011, Anji repaid $2.3 million of the $2.5 million associated with their bank financing, which was guaranteed by ATMI. We anticipate that the remaining $0.2 million in Anji’s bank financing will be repaid during the third quarter of 2011. In accordance with the terms of the bank financing, new amounts cannot be borrowed, so ATMI’s maximum exposure in relation to this bank financing is $0.2 million. We believe that, based on independent credit rating agency research, and our knowledge of their business, Anji continues to be an acceptable credit risk.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. As of June 30, 2011, the Company’s cash and cash equivalents and marketable securities included bank deposits, time deposits, money market securities, government and government-sponsored bond obligations. As of June 30, 2011, an increase of 100 basis points in interest rates on securities with maturities greater than one year would reduce the fair value of the Company’s marketable securities portfolio by approximately $0.7 million. Conversely, a reduction of 100 basis points in interest rates on securities with maturities greater than one year would increase the fair value of the Company’s marketable securities portfolio by approximately $0.6 million.

Foreign Currency Exchange Risk. Most of the Company’s sales are denominated in U.S. dollars and as a result, the Company does not have any significant exposure to foreign currency exchange risk with respect to sales made. Approximately 36 percent, of the Company’s revenues for the three and six-month periods ended June 30, 2011 were denominated in Japanese Yen (“JPY”), Korean Won (“KRW”), and Euros (“EUR”), but a majority of the product is sourced in U.S. dollars. Management periodically reviews the Company’s exposure to currency fluctuations. This exposure may change over time as business practices evolve and could have a material effect on the Company’s financial results in the future. We use forward foreign exchange contracts to hedge specific exposures relating to intercompany payments and anticipated, but not yet committed, intercompany sales (primarily parent company export sales to subsidiaries at pre-established U.S. dollar prices). The terms of the forward foreign exchange contracts are generally matched to the underlying transaction being hedged, and are typically under one year.

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Because such contracts are directly associated with identified transactions, they are an effective hedge against fluctuations in the value of the foreign currency underlying the transaction. We recognize in earnings (other income (expense), net) changes in the fair value of all derivatives designated as fair value hedges that are highly effective and recognize in Accumulated other comprehensive income any changes in the fair value of all derivatives designated as cash flow hedges that are highly effective and meet the other related accounting requirements. We generally do not hedge overseas sales denominated in foreign currencies or translation exposures. Further, we do not enter into derivative instruments for trading or speculative purposes and all of our derivatives were highly effective throughout the periods reported.

At June 30, 2011, we held forward foreign currency exchange contracts as economic hedges with notional amounts totaling $31.6 million, which are being used to hedge recorded foreign denominated liabilities and which will be settled in either JPY, EUR, KRW or New Taiwan Dollars (‘NTD”). Holding other variables constant, if there were a 10 percent decline in foreign exchange rates against the US dollar for the JPY, NTD, KRW and EUR, the fair market value of the foreign exchange contracts outstanding at June 30, 2011 would decrease by approximately $0.5 million, which would be expected to be fully offset by foreign exchange gains on the amounts being hedged. The effect of an immediate 10 percent change in other foreign exchange rates would not be expected to have a material effect on the Company’s future operating results or cash flows.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures were effective in that they provided reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

We routinely review our internal control over financial reporting and from time to time make changes intended to enhance the effectiveness of our internal control over financial reporting. There have been no changes to our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the second quarter of fiscal 2011 that we believe materially affected, or will be reasonably likely to materially affect, our internal control over financial reporting.

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PART II- OTHER INFORMATION

Item 1. Legal Proceedings

ATMI is, from time to time, involved in legal actions, governmental audits, and proceedings relating to various matters incidental to its business including contract disputes, intellectual property disputes, product liability claims, employment matters, export and trade matters, and environmental claims. While the outcome of such matters cannot be predicted with certainty, in the opinion of management, after reviewing such matters and consulting with ATMI’s counsel and considering any applicable insurance or indemnifications, any liability which may ultimately be incurred is not expected to materially affect ATMI’s consolidated financial position, cash flows or results of operations.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors, which are described in more detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and our other subsequent filings with the Securities and Exchange Commission and in materials incorporated by reference in these filings. See also “Cautionary Statements Under the Private Securities Litigation Reform Act of 1995” within this Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities — There were no share repurchases during the three months ended June 30, 2011 of any of our securities registered under Section 12 of the Exchange Act, by or on behalf of us, or any affiliated purchaser. We withheld 44,143 shares (at an average price of $18.66 per share) through net share settlements during the six months ended June 30, 2011, upon the vesting of restricted stock awards to cover minimum tax withholding obligations.

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Item 6. Exhibits

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

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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.
July 20, 2011
	By	/s/ Timothy C. CarlsonTimothy C. Carlson
		Executive Vice President,
		Chief Financial Officer and Treasurer
	By	/s/ David M. WardDavid M. Ward
		Vice President, Controller and Principal
		Accounting Officer

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