##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 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
    
    (I.R.S. Employer Identification No.)incorporation or organization)7 Commerce Drive, Danbury, CT
    
    06810(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
  Title of each class
    
    Name of each exchange
on which registeredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
  (Title of class)
 Yes o No þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



ATMI, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2009
 TABLE OF CONTENTS
 PagePart IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    15Item 1B. Unresolved Staff Comments
    
    
    19Item 2. Properties
    
    
    20Item 3. Legal Proceedings
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    22Item 6. Selected Financial Data
    
    
    24Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 8. Financial Statements and Supplementary Data
    
    
    40Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    40Item 9A. Controls and Procedures
    
    
    40Item 9B. Other Information
    
    
    41Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    41Item 11. Executive Compensation
    
    
    41Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    41Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    41Item 14. Principal Accountant Fees and Services
    
    
    41Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    42Signatures
    
    
    48Index to Consolidated Financial Statements and Financial Statement Schedule
    
    
    F-1Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32




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##### Table of Contents



PART I
  
 Item 1. Business
 Cautionary Statements Under the Private Securities Litigation Reform Act of 1995
 Forward-Looking Statements
  Our Business
   
    
    knowledge of the science and economics of process applications for customer needs in
markets served;
 
    
    the ability to use a combinatorial science-based research approach and high-productivity
development (HPD) capabilities to significantly shorten the new product development life
cycle and develop next generation materials necessary as the semiconductor industry moves
toward advanced technology generations, such as 22 nanometers;
  1




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
    
    the materials science of packaging, delivery, and deposition of ultra-pure semiconductor
materials;
 
    
    the ability to rapidly develop innovative technology and intellectual property that
strengthens our competitive position;
 
    
    knowledge of high-purity materials handling and dispensing systems to address life
sciences customers needs to combine these disposable components and integrate them into
disposable systems; and
 
    
    knowledge of scalable disposable containment, mixing and bioreactor systems.
  
    
    a strategy of leveraging the combination of our performance materials and materials
handling competence to provide greater process efficiency value to our customers;
 
    
    an extensive research and development program that has produced a stream of proprietary
and patented products for these markets;
 
    
    a key customer focus, which has included providing applications development in order to
offer materials solutions for future generation technologies; and
 
    
    strategic alliances and collaboration efforts that have allowed us to add complementary
technologies to our product portfolio more rapidly than through internal development.
    Semiconductor Industry Background
   2




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
    
    consistently enhanced performance characteristics and functionality;
 
    
    improved reliability;
 
    
    reduced size, weight, power consumption and cost; and
 
    
    shorter product development cycles.
  Semiconductor Manufacturing Process
      
    
    the relative thinness of the films applied to the wafer;
 
    
    conformality (ability to coat evenly, especially in three-dimensional holes and trenches
designed into the device);
  3




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
    
    purity; and
 
    
    the ability to coat large areas.
          4




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Flat-Panel Industry Background
   
    
    consumer affordability through manufacturing and materials cost efficiencies;
 
    
    improved performance and reliability; and
 
    
    shorter product development cycles.
  Flat-Panel Manufacturing Process
   5




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Life Sciences Industry Background
   Life Sciences Manufacturing Process
  
    
    produce high-purity materials;
 
    
    must be reliable and repeatable; and
 
    
    demand continued process automation and efficiencies in manufacturing in order to
reduce costs and to deliver value to the customers.
  ATMIs Strategy
 the source of process efficiency solutions
 
    
    Focus development and application engineering initiatives with the leading manufacturers
to provide next generation performance materials and process solutions.
 
    
    Target high-growth, high-margin specialty markets that use ATMIs core materials and
packaging technologies and require products that are consumed in the production process.
 
    
    Add value through performance materials packaging, dispensing, and process technologies
designed to meet the demands of users for greater levels of purity, productivity, safety,
environmental responsiveness, and speed.
 
    
    Significantly shorten new product development time lines and the development of next
generation materials through the use of a combinatorial science-based research approach and
HPD capabilities.
 
    
    Leverage ATMIs technology leadership by investing extensively in developing proprietary
and patented materials and process solutions, which the Company uses to quickly
commercialize new offerings for customers.
 
    
    Form strategic alliances, including joint development programs and collaborative
marketing efforts, to accelerate the introduction of ATMIs products into existing and new
markets.
  6




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Products
  
    
    developing and commercializing a broad range of front-end semiconductor performance
materials;
 
    
    developing and commercializing sub-atmospheric pressure gas storage and delivery systems
for safe handling and delivery of toxic and hazardous gases to semiconductor process
equipment;
 
    
    developing and commercializing innovative high-purity materials packaging and dispensing
systems that allow for the reliable introduction of low volatility liquids and solids to
semiconductor processes;
 
    
    developing manufacturing processes to meet the critical purity and integrity
requirements of the microelectronics manufacturers; and
 
    
    developing and commercializing single-use life sciences industry technologies using our
experience in high-purity materials packaging and dispensing systems.
  
    
    utilize our global HPD capabilities incorporating high-productivity combinatorial
science-based research tools to shorten the development cycle to create new materials that
resolve current process issues, which meet the needs of advanced technology roadmaps of our
key customers;
 
    
    maintain close relations with our customers in order to quickly understand their needs
and issues;
 
    
    offer a complete line of performance materials, and related materials packaging,
dispensing and process technologies, and disposable containment, mixing, and bioreactor
systems;
 
    
    provide a high level of customer service and applications support in all global markets;
 
    
    meet customer needs for statistical quality and process control and dock-to-stock
programs; and
 
    
    meet the industrys needs for advanced materials required for future generation devices.
  7




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Solutions
  IC Fabrication
  Ion Implant Module
 ®
  Advanced Interconnect Solutions
   8




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Surface Preparation
 Copper Plating ®
 Deposition ®
 ® ®
 ®
   9




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Flat-Panel Display Market
  ®
 Life Sciences
   Raw Materials
  Working Capital
   10




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Customers, Sales, and Marketing
  Manufacturing
  Location
    
    Products
    
    Square FootageAnseong, South Korea
    
       CVD materials
(Microelectronics)
    
    
    13,000Anseong, South Korea
    
       high-purity materials
packaging systems
(Microelectronics)
    
    
    10,000Burnet, TX
    
       liquid materials and
delivery systems
(Microelectronics)
    
    
    77,000Bloomington, MN
    
       high-purity materials
packaging systems
(Microelectronics / Life
sciences)
    
    
    68,000Danbury, CT
    
       gas delivery systems and
liquid materials
(Microelectronics)
    
    
    73,000Hoegaarden, Belgium
    
       high-purity materials
packaging and mixing systems
(Life sciences)
    
    
    74,000
   11




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Competition
      Research and Development
     12




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Strategic Alliances
  Backlog
  Patents and Proprietary Rights
    13




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Environmental Regulation
  Employees and Employee Relations
  Company Information
  www.atmi.com Investor Financial information
  Investor RelationsATMI, Inc.7 Commerce DriveDanbury, CT 06810
  14




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Item 1A. Risk Factors
 Cautionary Statements Regarding Future Results of Operations
  The global economic recession and continuing uncertainty in the financial markets could
materially and adversely affect our business and results of operations.
  Cyclicality in the markets we sell to may adversely affect our performance.
  Our profit margins may be adversely affected by a number of factors.
   15




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Our business could be adversely affected if we cannot protect our proprietary technology or if
we infringe on the proprietary technology of others.
   The loss of or significant curtailment of purchases by any of our largest customers could
adversely affect our results of operations.
  Customer driven pricing pressure may adversely affect our average selling prices.
  Our revenues and earnings could be negatively affected if we cannot anticipate market trends,
enhance our existing products and processes, develop and commercialize new products and processes,
and identify and consummate strategic acquisitions.
   16




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We may have difficulty obtaining the resources or products we need for manufacturing or
assembling our products or operating other aspects of our business, which could adversely affect
our ability to meet demand for our products and may increase our costs.
  We face intense competition from a variety of sources, including larger companies.
  Our global manufacturing and sales activities subject us to risks associated with legal,
political, economic or other changes.
  Our results of operations could be adversely affected by fluctuations in exchanges rates.
  Our results of operations could be adversely affected by natural events in the locations in
which we, our customers or our suppliers operate.
  Incorrect forecasts of customer demand could adversely affect our results of operations.
   17




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We may have difficulty managing our growth and attracting and retaining highly skilled
scientific, technical, managerial and marketing personnel, which could adversely affect our
revenues and increase our operating expenses.
  We engage in acquisitions, and may encounter difficulties integrating acquired businesses with
our current operations; therefore, we may not realize the anticipated benefits of the
acquisitions.
  We face the risk of product liability claims.
  Our business is potentially subject to substantial liabilities for failure to comply with
environmental regulations.
     18




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Our financial results or financial condition could be adversely affected by changes in
accounting standards and subjective assumptions, estimates and judgments by management related to
complex accounting matters.
  Our results of operations could be adversely affected by changes in taxation.
  Compliance with changing corporate governance regulations and public disclosures may result in
additional risks and exposures.
 
 
 Item 1B. Unresolved Staff Comments
   19




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Item 2. Properties
  Location
    
    Square Footage
    
    
    Lease / OwnAnseong, South Korea
    
    
    13,000
    
    
    OwnAnseong, South Korea
    
    
    10,000
    
    
    LeaseBloomington, MN
    
    
    68,000
    
    
    LeaseBurnet, TX
    
    
    77,000
    
    
    OwnChutung Town, Taiwan
    
    
    18,000
    
    
    LeaseDanbury, CT (1)
    
    
    31,000
    
    
    LeaseDanbury, CT
    
    
    73,000
    
    
    LeaseHoegaarden, Belgium
    
    
    74,000
    
    
    OwnHsin-chu, Taiwan
    
    
    30,000
    
    
    LeaseLexington, KY
    
    
    8,000
    
    
    LeaseRound Rock, TX
    
    
    15,000
    
    
    LeaseShanghai, China
    
    
    7,000
    
    
    LeaseSuwon-si, South Korea
    
    
    7,000
    
    
    LeaseTempe, AZ
    
    
    11,000
    
    
    LeaseTokyo, Japan
    
    
    6,000
    
    
    LeaseToyohashi, Japan
    
    
    8,000
    
    
    Lease
 (1)
    
    ATMIs headquarters.    
 Item 3. Legal Proceedings
   20




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Item 4. Submission of Matters to a Vote of Security Holders
   21




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  
 Relative Stock PerformanceNASDAQElectronicNASDAQ
    
    
    ComponentsDate
    
    US Index
    
    
    Stock Index
    
    
    ATMI12/31/04
    
    
    100.000
    
    
    
    100.000
    
    
    
    100.00012/30/05
    
    
    102.135
    
    
    
    99.080
    
    
    
    124.14612/29/06
    
    
    112.187
    
    
    
    108.922
    
    
    
    135.50812/31/07
    
    
    121.681
    
    
    
    122.118
    
    
    
    143.14212/31/08
    
    
    58.639
    
    
    
    65.870
    
    
    
    68.48612/31/09
    
    
    84.282
    
    
    
    102.927
    
    
    
    82.645
   22




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High
    
    
    LowFiscal year ended December 31, 20091st Quarter
    
    $
    16.75
    
    
    $
    11.802nd Quarter
    
    
    18.65
    
    
    
    13.723rd Quarter
    
    
    19.77
    
    
    
    14.994th Quarter
    
    
    19.41
    
    
    
    14.47Fiscal year ended December 31, 20081st Quarter
    
    $
    32.53
    
    
    $
    25.402ndQuarter
    
    
    31.11
    
    
    
    27.003rd Quarter
    
    
    28.18
    
    
    
    15.024th Quarter
    
    
    17.81
    
    
    
    8.70
    Purchases of Equity Securities
  23




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Item 6. Selected Financial Data
  2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Consolidated Statements of Operations:Revenues
    
    $
    254,704
    
    
    $
    339,063
    
    
    $
    364,088
    
    
    $
    325,913
    
    
    $
    281,754Cost of revenues
    
    
    152,520
    (1)
    
    
    172,551
    (5)
    
    
    182,480
    (9)
    
    
    162,530
    (11)
    
    
    140,251Gross profit
    
    
    102,184
    
    
    
    166,512
    (6)
    
    
    181,608
    
    
    
    163,383
    
    
    
    141,503Operating expenses:Research and development
    
    
    37,162
    (2)
    
    
    37,809
    
    
    
    29,879
    
    
    
    26,217
    
    
    
    22,284Selling, general, and administrative
    
    
    76,359
    (3)
    
    
    88,781
    
    
    
    99,227
    (10)
    
    
    90,149
    
    
    
    78,810Total operating expenses
    
    
    113,521
    
    
    
    126,590
    
    
    
    129,106
    
    
    
    116,366
    
    
    
    101,094Operating income (loss)
    
    
    (11,337
    )
    
    
    39,922
    
    
    
    52,502
    
    
    
    47,017
    
    
    
    40,409Interest income
    
    
    1,196
    
    
    
    3,126
    
    
    
    7,689
    
    
    
    8,353
    
    
    
    7,269Other income (expense), net
    
    
    (3,515
    )(4)
    
    
    (2,902
    )(7)
    
    
    (788
    )
    
    
    486
    
    
    
    (2,294
    )Income (loss) before income taxes
    
    
    (13,656
    )
    
    
    40,146
    
    
    
    59,403
    
    
    
    55,856
    
    
    
    45,384Provision (benefit) for income taxes
    
    
    (6,996
    )
    
    
    6,819
    (8)
    
    
    18,864
    
    
    
    15,895
    (12)
    
    
    14,662Net income (loss)
    
    $
    (6,660
    )
    
    $
    33,327
    
    
    $
    40,539
    
    
    $
    39,961
    
    
    $
    30,722Earnings (loss) per share   assuming dilution
    
    $
    (0.21
    )
    
    $
    1.04
    
    
    $
    1.16
    
    
    $
    1.08
    
    
    $
    0.85Weighted-average shares outstanding  diluted
    
    
    31,398
    
    
    
    32,078
    
    
    
    35,093
    
    
    
    36,859
    
    
    
    36,276Consolidated Balance Sheet Data:Cash, cash equivalents, and
marketable securities (13)
    
    $
    107,978
    
    
    $
    96,020
    
    
    $
    193,697
    
    
    $
    219,066
    
    
    $
    256,137Working capital
    
    
    203,904
    
    
    
    190,095
    
    
    
    280,221
    
    
    
    281,362
    
    
    
    274,323Total assets
    
    
    459,576
    
    
    
    453,064
    
    
    
    492,241
    
    
    
    488,037
    
    
    
    499,836Long-term obligations
    
    
    18,403
    
    
    
    16,303
    
    
    
    10,656
    
    
    
    1,669
    
    
    
    3,460Total stockholders equity
    
    
    411,490
    
    
    
    408,897
    
    
    
    434,383
    
    
    
    435,496
    
    
    
    452,720
  24




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(1)
    
    Includes $1.1 million charge for incremental excess and obsolete inventory related to product
discontinuances and a reserve to cover expected product shelf-life issues; and a $3.1 million
impairment charge for long-lived assets written down to their estimated fair values primarily
related to the planned idling of manufacturing capacity of our gas products. In the third
quarter, we determined that the manufacturing capacity for these gas products will continue
normal production as we were not successful in our attempt to transition to vendor sourced
manufacturing.(2)
    
    Includes a $1.6 million impairment charge for long-lived assets written down to their
estimated fair values related primarily to idled equipment.(3)
    
    Includes a $1.4 million charge to increase our reserves for bad debt to cover exposures
related to customer bankruptcy filings and uncertainties of collections due to the current
general macroeconomic conditions; a $2.6 million impairment charge for long-lived assets
written down to their estimated fair values primarily related to redundant enterprise
management software; and a $0.6 million charge for SG&A severance costs.(4)
    
    Includes a $2.5 million impairment charge, primarily related to a write-down associated with
an auction-rate security.(5)
    
    Includes a $2.4 million business interruption claim recovery related to a fire at a contract
manufacturer in Taiwan.(6)
    
    Includes a $3.1 million benefit associated with the settlement of a dispute with a
distributor ($3.7 million recognized in revenues, with $0.6 million of associated costs
recognized in cost of revenues).(7)
    
    Includes a $2.0 million gain from the sale of a marketable security, $1.6 million of
impairment charges related to our strategic investment portfolio and $1.8 million of a
convertible note, and $1.1 million representing our proportionate share of gains on sales of
assets by one of our equity-method investees.(8)
    
    Includes a $3.7 million tax benefit (including interest) recognized to reverse previously
established reserves for uncertain tax positions as a result of the expiration of the
applicable statute of limitations.(9)
    
    Includes $1.1 million of increased customs expense on imported goods from the U.S. to an
overseas affiliate.(10)
    
    Includes $1.1 million associated with a contingent legal fee arrangement.(11)
    
    Includes $1.4 million one-time recovery of value-added taxes in Japan related to 2005.(12)
    
    Includes a $1.7 million tax benefit recognized to reverse previously established reserves for
uncertain tax positions as a result of the expiration of the applicable statute of
limitations.(13)
    
    Includes non-current marketable securities of $10.6 million, $3.7 million, $0 million, $14.4
million, and $46.3 million at December 31, 2009, 2008, 2007, 2006, and 2005, respectively. 
  25




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Company Overview
  Use of Estimates
  Revenue Recognition
 Revenue Recognition
   26




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Allowance for Doubtful Accounts
    Inventory Valuation Reserves
   Non-marketable Equity Securities
    27




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Income Taxes
    Depreciable Lives of Property, Plant and Equipment
   28




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Equity-Based Compensation
   Fair Value Measurements
    29




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Goodwill and Other Intangible Assets
   Other Long-Lived Amortizable Assets
  Recent Accounting Pronouncements
  Related Party Transactions
  Results of Operations
  December 31,2009
    
    
    2008
    
    
    2007Cost of revenues
    
    $
    315
    
    
    $
    339
    
    
    $
    375Research and development
    
    
    523
    
    
    
    530
    
    
    
    432Selling, general, and administrative
    
    
    4,902
    
    
    
    5,831
    
    
    
    6,791Total equity-based compensation expense
    
    
    5,740
    
    
    
    6,700
    
    
    
    7,598Less: Provision for income taxes
    
    
    1,912
    
    
    
    2,237
    
    
    
    2,556Net equity-based compensation expense
    
    $
    3,828
    
    
    $
    4,463
    
    
    $
    5,042
  30




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Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Overview
    December 31,2009
    
    
    2008
    
    
    % ChangeRevenues
    
    $
    254,704
    
    
    $
    339,063
    
    
    
    (24.9
    %)Cost of revenues
    
    
    152,520
    
    
    
    172,551
    
    
    
    (11.6
    %)Gross profit
    
    
    102,184
    
    
    
    166,512
    
    
    
    (38.6
    %)Gross margin
    
    
    40.1
    %
    
    
    49.1
    %
    
    
    (9.0
    %)Research and development
    
    
    37,162
    
    
    
    37,809
    
    
    
    (1.7
    %)R&D as a percent of revenues
    
    
    14.6
    %
    
    
    11.2
    %
    
    
    3.4
    %Selling, general, and administrative
    
    
    76,359
    
    
    
    88,781
    
    
    
    (14.0
    %)SG&A as a percent of revenues
    
    
    30.0
    %
    
    
    26.2
    %
    
    
    3.8
    %Operating income (loss)
    
    
    (11,337
    )
    
    
    39,922
    
    
    
    (128.4
    %)Operating margin
    
    
    (4.5
    %)
    
    
    11.8
    %
    
    
    (16.3
    %)Effective tax rate
    
    
    (51.2
    %)
    
    
    17.0
    %
    
    
    (68.2
    %)Net income (loss)
    
    $
    (6,660
    )
    
    $
    33,327
    
    
    
    (120.0
    %)Diluted earnings per share
    
    $
    (0.21
    )
    
    $
    1.04
    
    
    
    (120.2
    %)
  31




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Revenues
 Gross Profit
 Research and Development Expenses
  32




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Selling, General, and Administrative Expenses
 Operating Income (loss).
 Interest Income
 Impairment of Investments.
 Other Income (Expense), Net.
 Provision (Benefit) for Income Taxes
  33




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Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 Overview
    December 31,2008
    
    
    2007
    
    
    % ChangeRevenues
    
    $
    339,063
    
    
    $
    364,088
    
    
    
    (6.9
    %)Cost of revenues
    
    
    172,551
    
    
    
    182,480
    
    
    
    (5.4
    %)Gross profit
    
    
    166,512
    
    
    
    181,608
    
    
    
    (8.3
    %)Gross margin
    
    
    49.1
    %
    
    
    49.9
    %
    
    
    (0.8
    %)Research and development
    
    
    37,809
    
    
    
    29,879
    
    
    
    26.5
    %R&D as a percent of revenues
    
    
    11.1
    %
    
    
    8.2
    %
    
    
    2.9
    %Selling, general, and administrative
    
    
    88,781
    
    
    
    99,227
    
    
    
    (10.5
    %)SG&A as a percent of revenues
    
    
    26.2
    %
    
    
    27.3
    %
    
    
    (1.1
    %)Operating income
    
    
    39,922
    
    
    
    52,502
    
    
    
    (24.0
    %)Operating margin
    
    
    11.8
    %
    
    
    14.4
    %
    
    
    (2.6
    %)Effective tax rate
    
    
    17.0
    %
    
    
    31.8
    %
    
    
    (14.8
    %)Net income
    
    $
    33,327
    
    
    $
    40,539
    
    
    
    (17.8
    %)Diluted earnings per share
    
    $
    1.04
    
    
    $
    1.16
    
    
    
    (10.3
    %)
 Revenues
  34




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##### Table of Contents



Gross Profit
 Research and Development Expenses
 Selling, General, and Administrative Expenses
 Operating Income(loss).
 Interest Income
  35




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##### Table of Contents



Impairment of Investments.
 Other Income (Expense), Net.
 Provision (benefit) for Income Taxes
 Liquidity and Capital Resources
      36




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##### Table of Contents



Year Ended December 31,2009
    
    
    2008Cash provided by (used for):Operating Activities
    
    $
    28,761
    
    
    $
    60,616Investing Activities
    
    
    (18,596
    )
    
    
    (52,656
    )Financing Activities
    
    
    (995
    )
    
    
    (56,541
    )Effects of exchange rate changes on cash
    
    
    942
    
    
    
    (1,600
    )
  
    
    Decrease in net income of $40.0 million to a net loss of $6.7 million
    
    Decrease in cash used related to changes in inventories of $9.9 million due to decreased
demand, arising from weaker economic conditions, compared to prior year inventory growth which
was required to meet customer demand through out the prior year
    
    Cash used related to changes in deferred income taxes of $3.9 million
    
    Decrease in cash used by changes in accrued expenses of $5.4 million
    
    Increase in cash provided by change in accounts payable of $10.5 million due primarily to
timing of payments
    
    Decrease in cash provided by changes in accounts receivable of $23.4 million due to the
reduction in full year 2009 revenues and also to timing of collections
  
    
    Decrease in capital spending of $33.3 million primarily because of the purchase of research
tools used in our HPD activities in 2008
    
    Decrease in acquisitions of $33.1 million, due to the $27.7 million purchase of LevTech,
Inc. and $5.4 million paid for certain assets acquired from Artelis in 2008
    
    Decrease in cash paid for cost-basis and equity-basis investments of $10.0 million due to
the investment in Intermolecular in 2008
    
    Increase in cash used for purchases of marketable securities of $21.7 million
    
    Decrease in cash proceeds from sales and maturities of marketable securities of $20.6
million
  
    
    Decrease in treasury stock purchases of $58.7 million
    
    Decrease in cash due to a net reduction in the outstanding amount of our credit line of
$1.7 million
    
    Reduction of proceeds from exercise of stock options of $1.4 million
  37




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##### Table of Contents



Summary of Contractual Obligations
  Payments Due by PeriodLess ThanContractual Obligations:
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    ThereafterCapital leases
    
    $
    106
    
    
    $
    53
    
    
    $
    47
    
    
    $
    6
    
    
    $
    Operating leases
    
    $
    8,275
    
    
    
    3,807
    
    
    
    4,137
    
    
    
    331
    
    
    
    Purchase obligations:Inventory
    
    $
    7,444
    
    
    
    7,444
    
    
    
    
    
    
    
    
    
    
    
    Capital
    
    $
    502
    
    
    
    502
    
    
    
    
    
    
    
    
    
    
    
    Other (1)
    
    $
    13,990
    
    
    
    13,990
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    21,936
    
    
    
    21,936
    
    
    
    
    
    
    
    
    
    
    
    Bank guarantee (2)
    
    $
    4,000
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    Line of credit
    
    $
    483
    
    
    
    483
    
    
    
    
    
    
    
    
    
    
    
    Other L/T liabilities (3)
    
    $
    4,387
    
    
    
    
    
    
    
    3,933
    
    
    
    
    
    
    
    454Total debt, lease, purchase, and
other long-term liability
obligations
    
    $
    39,187
    
    
    $
    30,279
    
    
    $
    8,117
    
    
    $
    337
    
    
    $
    454
 (1)
    
    Includes $13.3 million commitment to purchase R&D services associated with a strategic alliance partner.(2)
    
    On behalf of Anji Microelectronics Co., Ltd.(3)
    
    Includes $3.8 million of asset retirement obligations.  Off-Balance Sheet Arrangements
  Operations Outside the United States
 
  38




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##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Interest Rate Risk
  Foreign Currency Exchange Risk
     39




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##### Table of Contents



Changes in Market Risk
 
 
 Item 8. Financial Statements and Supplementary Data
 
 
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
 Internal ControlIntegrated
Framework.
  40




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##### Table of Contents



Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
   41




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
   Reports of Independent Registered Public Accounting FirmConsolidated Balance Sheets  December 31, 2009 and 2008Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007Consolidated Statements of Stockholders Equity for the years ended December 31, 2009,
2008 and 2007Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007Notes to Consolidated Financial Statements
       Exhibit No.
    
    Description2.01
    
    
    Agreement and Plan of Merger, dated as of January 4,
2008 by and among Advanced Technology Materials, Inc.,
ATMI Acquisition Corp., and LevTech, Inc. (Filed as
Exhibit 10.30 to ATMIs 2007 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).3.01
    
    
    Restated Certificate of Incorporation dated as of July
30, 2005 (Filed as Exhibit 3 (i) to ATMIs Current
Report on Form 8-K on August 3, 2005, File No. 1-16239,
and incorporated herein by reference).3.02
    
    
    Amended and Restated Bylaws of ATMI dated December 17,
2008 (Filed as Exhibit 3.1 to ATMIs Current Report on
Form 8-K on December 18, 2008, File No. 1-16239, and
incorporated herein by reference).4.01
    
    
    Specimen of ATMIs Common Stock Certificate (Filed on
September 10, 1997 as Exhibit 4.01 to the Companys
Registration Statement on Form S-4, Registration No.
333-35323).
  42




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##### Table of Contents



Exhibit No.
    
    Description4.02
    
    
    Rights Agreement, dated as of October 13, 2000, between
ATMI, Inc. and Fleet National Bank, as Rights Agent
(Filed as Exhibit 4.02 to ATMIs 2008 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by
reference).10.01
    *
    
    Employment Agreement between Eugene G. Banucci, Ph.D.
and ATMI, Inc., effective as of January 1, 2005 (Filed
as Exhibit 10.1 to ATMIs Current Report on Form 8-K on
September 19, 2005, File No. 1-16239, and incorporated
herein by reference).10.02
    *
    
    Employment Agreement between Daniel P. Sharkey and ATMI,
Inc. dated December 31, 2004 (Filed as Exhibit 10.1 to
ATMIs Current Report on Form 8-K on January 5, 2005,
File No. 1-16239, and incorporated herein by reference).10.03
    *
    
    Employment Agreement between Douglas A. Neugold and
ATMI, Inc. dated December 31, 2004 (Filed as Exhibit
10.1 to ATMIs Current Report on Form 8-K/A on January
5, 2005, File No. 1-16239, and incorporated herein by
reference).10.04
    
    
    Agreement of Lease between Melvyn J. Powers and Mary P.
Powers d/b/a/ M&M Realty and Advanced Technology
Materials, Inc., dated December 23, 1994 (Filed as
Exhibit 10.04 to ATMIs 2008 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).10.05
    
    
    First Amendment to Agreement of Lease dated as of
November 22, 2000 by and between Commerce Park Realty,
LLC and Advanced Technology Materials, Inc. (Filed as
Exhibit 10.05 to ATMIs 2005 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).10.06
    
    
    Second Amendment to Agreement of Lease dated as of March
24, 2003 by and between Commerce Park Realty, LLC and
Advanced Technology Materials, Inc. (Filed as Exhibit
10.05 to ATMIs 2005 Annual Report on Form 10-K, File
No. 1-16239, and incorporated herein by reference).10.07
    *
    
    ATMIs 1995 Stock Plan (Filed as Exhibit 10.07 to ATMIs
2008 Annual Report on Form 10-K, File No. 1-16239, and
incorporated herein by reference).10.08
    *
    
    ATMIs 1997 Stock Plan, dated October 10, 1997 (Filed on
April 6, 1998 as Exhibit 99.1 to the Companys
Registration Statement on Form S-8, Registration No.
333-49561).10.09
    *
    
    ATMIs 1998 Stock Plan, dated May 20, 1998 (Filed on
June 9, 1998 as Exhibit 99.1 to the Companys
Registration Statement on Form S-8, Registration No.
333-56349).
  43




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##### Table of Contents



Exhibit No.
    
    Description10.10
    
    
    Agreement of Lease between Seymour R. Powers, Leon Griss
and Ruth Griss and Advanced Technology Materials, Inc.,
dated November 24, 2000 (Filed as Exhibit 10.10 to
ATMIs 2008 Annual Report on Form 10-K, File No.
1-16239, and incorporated herein by reference).10.11
    *
    
    ATMIs 2000 Stock Plan, dated May 24, 2000 (Filed on
September 20, 2000 as Exhibit 99.1 to the Companys
Registration Statement on Form S-8, Registration No.
333-46222).10.12
    *
    
    ATMIs 2003 Stock Plan (as amended May 21, 2003), (Filed
on August 1, 2003 as Exhibit 4.6 to the Companys
Registration Statement on Form S-8, Registration No.
333-107591).10.13
    *
    
    ATMIs 1998 Employee Stock Purchase Plan, (as amended
February 28, 2003), (Filed on August 1, 2003 as Exhibit
4.7 to the Companys Registration Statement on Form S-8,
Registration No. 333-107591).10.14
    
    
    Alliance Agreement dated as of May 16, 2003 by and
between Advanced Technology Materials, Inc. on its own
behalf and on behalf of its Affiliates and Enthone, Inc.
(Filed as Exhibit 10.15 to ATMIs 2003 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by
reference). (1)10.15
    
    
    Stock Purchase Agreement dated as of July 14, 2003 by
and among Advanced Technology Materials, Inc., Lente,
LLC and the Persons listed on the signature page thereto
(Filed as Exhibit 10.16 to ATMIs 2003 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by
reference). (1)10.16
    *
    
    Non-Employee Directors Deferred Compensation Program of
ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.19 to
ATMIs 2005 Annual Report on Form 10-K, File No.
1-16239, and incorporated herein by reference).10.17
    *
    
    Form of ATMI, Inc. Executive Management Restricted Stock
Grant Agreement (Filed as Exhibit 10.20 to ATMIs 2006
Annual Report on Form 10-K, File No. 1-16239, and
incorporated herein by reference).10.18
    *
    
    Form of ATMI, Inc. Employee Non-Qualified Stock Option
Agreement (Filed as Exhibit 10.21 to ATMIs 2006 Annual
Report on Form 10-K, File No. 1-16239, and incorporated
herein by reference).10.19
    
    
    Agreement of Lease between West Real Estate and
Management, Inc. and ATMI Packaging, Inc., and ATMI,
Inc., dated October 21, 2004 (Filed as Exhibit 10.23 to
ATMIs 2004 Annual Report on Form 10-K, File No.
1-16239, and incorporated herein by reference).
  44




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##### Table of Contents



Exhibit No.
    
    Description10.20
    *
    
    Form of ATMI, Inc. Employee Restricted Stock Grant
Agreement  Non-Executive Management (Filed as Exhibit
10.23 to ATMIs 2006 Annual Report on Form 10-K, File
No. 1-16239, and incorporated herein by reference).10.21
    *
    
    Form of ATMI, Inc. Non-Employee Director Restricted
Stock Grant (Filed as Exhibit 10.24 to ATMIs 2006
Annual Report on Form 10-K, File No. 1-16239, and
incorporated herein by reference).10.22
    
    
    First Amendment to Agreement of Lease dated as of March
24, 2003 by and between Seymour R. Powers, Trustee, and
Leon Griss and Advanced Technology Materials, Inc.
(Filed as Exhibit 10.25 to ATMIs 2005 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by
reference).10.23
    *
    
    Amendment to ATMIs 1998 Employee Stock Purchase Plan
(amended effective February 28, 2003 and January 1,
2007), (Filed as Exhibit 99 to ATMIs Form 10-Q for the
quarter ended September 30, 2006, File No. 1-16239, and
incorporated herein by reference).10.24
    
    
    Second Amendment to Agreement of Lease dated as of
January 18, 2007 by and between Seymour R. Powers,
Trustee, and Carole Kolsky, Deborah A. Tauber and
Stephen L. Griss (as successors to Leon Griss and Ruth
Griss) and Advanced Technology Materials, Inc. (Filed as
Exhibit 10.27 to ATMIs 2006 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).10.25
    
    
    Third Amendment to Agreement of Lease dated as of
January 18, 2007 by and between Commerce Park Realty,
LLC and Advanced Technology Materials, Inc. (Filed as
Exhibit 10.28 to ATMIs 2006 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).10.26
    *
    
    Form of ATMI, Inc. Non-Employee Directors Non-Qualified
Stock Option Agreement (Filed as Exhibit 10.29 to ATMIs
2006 Annual Report on Form 10-K, File No. 1-16239, and
incorporated herein by reference).10.27
    *
    
    Employment Agreement between Timothy C. Carlson and
ATMI, Inc. dated December 31, 2004 (Filed as Exhibit
10.31 to ATMIs 2007 Annual Report on Form 10-K, File
No. 1-16239, and incorporated herein by reference).10.28
    *
    
    Amendment to Employment Agreement between Timothy C.
Carlson and ATMI, Inc. dated August 1, 2005 (Filed as
Exhibit 10.32 to ATMIs 2007 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).10.29
    *
    
    Employment Agreement between Ellen Harmon and ATMI, Inc.
dated January 14, 2008 (Filed as Exhibit 10.33 to ATMIs
2007 Annual Report Form 10-K, File No. 1-16239, and
incorporated herein by reference).
  45




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##### Table of Contents



Exhibit No.
    
    Description10.30
    *
    
    Amendment to Employment Agreement between Timothy C.
Carlson and ATMI, Inc. dated January 31, 2008, effective
as of September 7, 2007 (Filed as Exhibit 10.34 to
ATMIs 2007 Annual Report on Form 10-K, File No.
1-16239, and incorporated herein by reference).10.31
    *
    
    Amendment to Employment Agreement between Daniel P.
Sharkey and ATMI, Inc. dated January 31, 2008, effective
as of September 7, 2007 (Filed as Exhibit 10.35 to
ATMIs 2007 Annual Report on Form 10-K, File No.
1-16239, and incorporated herein by reference).10.32
    
    
    First Amendment to Agreement of Lease between West Real
Estate and Management, Inc. and ATMI Packaging, Inc.,
and ATMI, Inc., dated September 23, 2008 (Filed as
Exhibit 10.32 to ATMIs 2008 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).10.33
    *
    
    Amendment to Employment Agreement between Douglas A.
Neugold and ATMI, Inc. dated April 14, 2008 (Filed as
Exhibit 10.2 to ATMIs Current Report on Form 8-K, filed
on April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.34
    *
    
    Amendment to Employment Agreement between Daniel P.
Sharkey and ATMI, Inc. dated April 14, 2008 (Filed as
Exhibit 10.3 to ATMIs Current Report on Form 8-K, filed
on April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.35
    *
    
    Amendment to Employment Agreement between Timothy C.
Carlson and ATMI, Inc. dated April 14, 2008 (Filed as
Exhibit 10.4 to ATMIs Current Report on Form 8-K, filed
on April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.36
    *
    
    Amendment to Employment Agreement between Ellen Harmon
and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit
10.5 to ATMIs Current Report on Form 8-K, filed on
April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.37
    *
    
    First Amendment to Non-Employee Directors Deferred
Compensation Program of ATMI, Inc. 1998 Stock Plan
(Filed as Exhibit 10.1 to ATMIs Current Report on Form
8-K, filed on March 6, 2008, File No. 1-16239, and
incorporated herein by reference).10.38
    *
    
    Amendment to The ATMI, Inc. 1998 Stock Plan (Filed as
Exhibit 10.2 to ATMIs Current Report on Form 8-K, filed
on March 6, 2008, File No. 1-16239, and incorporated
herein by reference).10.39
    *
    
    Amendment to The ATMI, Inc. 2000 Stock Plan (Filed as
Exhibit 10.3 to ATMIs Current Report on Form 8-K, filed
on March 6, 2008, File No. 1-16239, and incorporated
herein by reference).
  46




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##### Table of Contents



Exhibit No.
    
    Description10.40
    *
    
    ATMI, Inc. 2003 Stock Plan (as Amended May 21, 2003 and
March 2, 2008) (Filed as Exhibit 10.4 to ATMIs Current
Report on Form 8-K, filed on March 6, 2008, File No.
1-16239, and incorporated herein by reference).10.41
    *
    
    ATMI, Inc. Non-Employee Directors Deferred Compensation
Program of ATMI, Inc. 2003 Stock Plan (Filed as Exhibit
10.5 to ATMIs Current Report on Form 8-K, filed on
March 6, 2008, File No. 1-16239, and incorporated herein
by reference).21
    
    
    Subsidiaries of ATMI, Inc.23
    
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    
    Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended.31.2
    
    
    Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended.32
    
    
    Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 is furnished herewith.
 *
    
    Indicates a management contract or compensatory plan or arrangement.(1)
    
    Portions omitted pursuant to a request for confidential treatment.  47




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##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) 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.February 18, 2010By:
    
    /s/ Douglas A. Neugold

Douglas A. NeugoldPresident and Chief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
 Signature
    
    Title
    
    Date/s/ Douglas A. Neugold
    
    President, Chief Executive Officer and Director
    
    February 18, 2010Douglas A. Neugold
    
    (principal executive officer)/s/ Timothy C. Carlson

Timothy C. Carlson
    
    Executive Vice President, Chief Financial Officer
and Treasurer (principal financial and
accounting officer)
    
    February 18, 2010/s/ Eugene G. Banucci, Ph.D.

Eugene G. Banucci, Ph.D.
    
    Chairman of the Board and Director
    
    February 18, 2010/s/ Mark A. Adley

Mark A. Adley
    
    Director
    
    February 18, 2010/s/ Robert S. Hillas

Robert S. Hillas
    
    Director
    
    February 18, 2010/s/ Stephen H. Mahle

Stephen H. Mahle
    
    Director
    
    February 18, 2010/s/ C. Douglas Marsh

C. Douglas Marsh
    
    Director
    
    February 18, 2010/s/ Frederick C. Flynn, Jr.

Frederick C. Flynn, Jr.
    
    Director
    
    February 18, 2010/s/ Cheryl L. Shavers, Ph.D.

Cheryl L. Shavers, Ph.D.
    
    Director
    
    February 18, 2010
  48




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##### Table of Contents



ATMI, INC.
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULE
 PageReports of Independent Registered Public Accounting Firm
    
    
    F-2Audited Financial StatementsConsolidated Balance Sheets  December 31, 2009 and 2008
    
    
    F-4Consolidated Statements of Operations for the years ended December 31, 2009, 2008, and 2007
    
    
    F-5Consolidated Statements of Stockholders Equity for the years ended December 31, 2009, 2008, and 2007
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8Financial Statement ScheduleSchedule II  Valuation and Qualifying Accounts
    
    
    F-36
  F-1




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F-2




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##### Table of Contents



.
   
  F-3




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share data)
 December 31,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    64,738
    
    
    $
    54,626Marketable securities, current portion
    
    
    32,650
    
    
    
    37,739Accounts receivable, net of allowances of $2,287 and $958, respectively
    
    
    44,184
    
    
    
    42,229Inventories, net
    
    
    53,761
    
    
    
    55,986Income taxes receivable
    
    
    10,844
    
    
    
    4,847Deferred income taxes
    
    
    8,027
    
    
    
    6,947Prepaid expenses and other current assets
    
    
    19,383
    
    
    
    15,585Total current assets
    
    
    233,587
    
    
    
    217,959Property, plant, and equipment, net
    
    
    124,609
    
    
    
    136,425Goodwill
    
    
    33,394
    
    
    
    33,355Other intangibles, net
    
    
    23,202
    
    
    
    27,202Marketable securities, non-current
    
    
    10,590
    
    
    
    3,655Deferred income taxes, non-current
    
    
    2,707
    
    
    
    1,581Other non-current assets
    
    
    31,487
    
    
    
    32,887Total assets
    
    $
    459,576
    
    
    $
    453,064Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    14,788
    
    
    $
    12,867Accrued liabilities
    
    
    4,804
    
    
    
    5,277Accrued salaries and related benefits
    
    
    4,480
    
    
    
    6,445Income taxes payable
    
    
    1,800
    
    
    
    635Loans and notes payable, current
    
    
    483
    
    
    
    1,102Other current liabilities
    
    
    3,328
    
    
    
    1,538Total current liabilities
    
    
    29,683
    
    
    
    27,864Deferred income taxes, non-current
    
    
    6,916
    
    
    
    5,469Other non-current liabilities
    
    
    11,487
    
    
    
    10,834Stockholders 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;
    
    
    393
    
    
    
    39239,354 and 39,199 issued and 31,388 and 31,268 outstanding in 2009
and 2008, respectivelyAdditional paid-in capital
    
    
    426,436
    
    
    
    421,040Treasury stock at cost (7,966 and 7,931 shares in 2009 and 2008,
respectively)
    
    
    (227,670
    )
    
    
    (227,101
    )Retained earnings
    
    
    208,927
    
    
    
    214,300Accumulated other comprehensive income
    
    
    3,404
    
    
    
    266Total stockholders equity
    
    
    411,490
    
    
    
    408,897Total liabilities and stockholders equity
    
    $
    459,576
    
    
    $
    453,064
 See accompanying notes.
  F-4




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Revenues
    
    $
    254,704
    
    
    $
    339,063
    
    
    $
    364,088Cost of revenues
    
    
    152,520
    
    
    
    172,551
    
    
    
    182,480Gross profit
    
    
    102,184
    
    
    
    166,512
    
    
    
    181,608Operating expenses:Research and development
    
    
    37,162
    
    
    
    37,809
    
    
    
    29,879Selling, general and administrative
    
    
    76,359
    
    
    
    88,781
    
    
    
    99,227Total operating expenses
    
    
    113,521
    
    
    
    126,590
    
    
    
    129,106Operating income (loss)
    
    
    (11,337
    )
    
    
    39,922
    
    
    
    52,502Interest income
    
    
    1,196
    
    
    
    3,126
    
    
    
    7,689Impairment of investments
    
    
    (2,486
    )
    
    
    (3,432
    )
    
    
    Other income (expense), net
    
    
    (1,029
    )
    
    
    530
    
    
    
    (788
    )Income (loss) before income taxes
    
    
    (13,656
    )
    
    
    40,146
    
    
    
    59,403Provision (benefit) for income taxes
    
    
    (6,996
    )
    
    
    6,819
    
    
    
    18,864Net income (loss)
    
    $
    (6,660
    )
    
    $
    33,327
    
    
    $
    40,539Earnings (loss) per common share  basic
    
    $
    (0.21
    )
    
    $
    1.06
    
    
    $
    1.19Weighted average shares outstanding  basic
    
    
    31,398
    
    
    
    31,447
    
    
    
    34,169Earnings (loss) per common share  diluted
    
    $
    (0.21
    )
    
    $
    1.04
    
    
    $
    1.16Weighted average shares outstanding  diluted
    
    
    31,398
    
    
    
    32,078
    
    
    
    35,093
 See accompanying notes.
  F-5




---



##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (in thousands)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    OtherCommon
    
    
    Paid-in
    
    
    Treasury
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income
    
    
    TotalBalance at December 31, 2006
    
    $
    383
    
    
    $
    389,346
    
    
    $
    (100,305
    )
    
    $
    140,434
    
    
    $
    5,638
    
    
    $
    435,496Issuance of 589 shares of common stock pursuant
to the exercise of employee stock options
    
    
    6
    
    
    
    13,692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,698Issuance of 17 shares of common stock pursuant
to the employee stock purchase plan
    
    
    1
    
    
    
    498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    499Purchase of 2,224 treasury shares
    
    
    
    
    
    
    
    
    
    
    (68,539
    )
    
    
    
    
    
    
    
    
    
    
    (68,539
    )Equity based compensation
    
    
    
    
    
    
    7,598
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,598Income tax benefit from equity-based compensation
    
    
    
    
    
    
    1,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,289Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,539
    
    
    
    
    
    
    
    40,539Reclassification adjustment related to
marketable securities sold in net unrealized
loss position, net of $694 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,182
    
    
    
    1,182Change in fair value on available-for-sale
securities, net of deferred income tax of $64
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186
    
    
    
    186Change in fair value of derivative financial
instruments, net of deferred income tax of $46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    78Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,357
    
    
    
    2,357Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,342Balance at December 31, 2007
    
    
    390
    
    
    
    412,423
    
    
    
    (168,844
    )
    
    
    180,973
    
    
    
    9,441
    
    
    
    434,383Issuance of 60 shares of common stock pursuant
to the exercise of employee stock options
    
    
    1
    
    
    
    1,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,319Issuance of 15 shares of common stock pursuant
to the employee stock purchase plan
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    324Purchase of 2,113 treasury shares
    
    
    
    
    
    
    
    
    
    
    (58,257
    )
    
    
    
    
    
    
    
    
    
    
    (58,257
    )Equity based compensation
    
    
    
    
    
    
    6,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700Income tax benefit from equity-based compensation
    
    
    
    
    
    
    276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276Other
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,327
    
    
    
    
    
    
    
    33,327Reclassification adjustment related to
marketable securities sold in net unrealized
gain position, net of $925 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,574
    )
    
    
    (1,574
    )Change in fair value on available-for-sale
securities, net of deferred income tax of $938
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,598
    )
    
    
    (1,598
    )Reclassification adjustment to earnings related to
derivative financial instruments at prior period
end, net of deferred income tax of $46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78
    )
    
    
    (78
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,925
    )
    
    
    (5,925
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,152Balance at December 31, 2008
    
    
    392
    
    
    
    421,040
    
    
    
    (227,101
    )
    
    
    214,300
    
    
    
    266
    
    
    
    408,897Issuance of 15 shares of common stock
pursuant to the exercise of employee stock
options
    
    
    
    
    
    
    236
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236Purchase of 35 treasury shares
    
    
    
    
    
    
    
    
    
    
    (569
    )
    
    
    
    
    
    
    
    
    
    
    (569
    )Equity based compensation
    
    
    
    
    
    
    5,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,740Income tax deficiency from equity-based
compensation
    
    
    
    
    
    
    (579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (579
    )Other
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of adoption of new
accounting standard
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,287
    
    
    
    (1,287
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,660
    )
    
    
    
    
    
    
    (6,660
    )Reclassification adjustment related to
marketable securities sold in net unrealized
gain position, net of $32 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55
    )
    
    
    (55
    )Change in fair value on available-for-sale
securities, net of deferred income tax of $1,139
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,940
    
    
    
    1,940Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,540
    
    
    
    2,540Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,235
    )Balance at December 31, 2009
    
    $
    393
    
    
    $
    426,436
    
    
    $
    (227,670
    )
    
    $
    208,927
    
    
    $
    3,404
    
    
    $
    411,490
 See accompanying notes.
  F-6




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Operating activitiesNet income (loss)
    
    $
    (6,660
    )
    
    $
    33,327
    
    
    $
    40,539Adjustments to reconcile net income (loss) to cash provided by operating activities:Depreciation and amortization
    
    
    26,799
    
    
    
    24,141
    
    
    
    21,795Provision for bad debt
    
    
    1,381
    
    
    
    300
    
    
    
    Provision for inventory obsolescence
    
    
    2,093
    
    
    
    1,544
    
    
    
    856Deferred income taxes
    
    
    (1,880
    )
    
    
    2,039
    
    
    
    (1,507
    )Income tax benefit (deficiency) from share-based payment arrangements
    
    
    (579
    )
    
    
    276
    
    
    
    1,289Excess tax benefit from share-based payment arrangements
    
    
    
    
    
    
    (241
    )
    
    
    (974
    )Equity-based compensation expense
    
    
    5,740
    
    
    
    6,700
    
    
    
    7,598Realized gain on marketable securities
    
    
    
    
    
    
    (1,967
    )
    
    
    Long-lived asset impairments
    
    
    7,298
    
    
    
    177
    
    
    
    815Loss from equity-method investments
    
    
    1,167
    
    
    
    649
    
    
    
    989Impairment of investments
    
    
    2,486
    
    
    
    3,432
    
    
    
    Other
    
    
    281
    
    
    
    29
    
    
    
    98Changes in operating assets and liabilities, net of effect of acquisitions:Accounts receivable
    
    
    (2,790
    )
    
    
    20,608
    
    
    
    (4,386
    )Inventories
    
    
    400
    
    
    
    (9,489
    )
    
    
    (760
    )Other assets
    
    
    (3,767
    )
    
    
    2,579
    
    
    
    (8,563
    )Accounts payable
    
    
    1,808
    
    
    
    (8,698
    )
    
    
    2,163Accrued expenses
    
    
    (2,446
    )
    
    
    (7,821
    )
    
    
    (8,412
    )Income taxes
    
    
    (4,983
    )
    
    
    (5,755
    )
    
    
    3,868Other liabilities
    
    
    2,413
    
    
    
    (1,214
    )
    
    
    9,536Net cash provided by operating activities
    
    
    28,761
    
    
    
    60,616
    
    
    
    64,944Investing activitiesCapital expenditures
    
    
    (17,318
    )
    
    
    (50,621
    )
    
    
    (35,271
    )Proceeds from the sale of property, plant and equipment
    
    
    33
    
    
    
    26
    
    
    
    347Acquisitions of cost-basis and equity-basis investments
    
    
    
    
    
    
    (10,000
    )
    
    
    (3,301
    )Acquisitions, net of cash acquired
    
    
    
    
    
    
    (33,091
    )
    
    
    Purchases of marketable securities
    
    
    (66,540
    )
    
    
    (44,856
    )
    
    
    (240,101
    )Proceeds from sales or maturities of marketable securities
    
    
    65,243
    
    
    
    85,886
    
    
    
    298,800Other
    
    
    (14
    )
    
    
    
    
    
    
    Net cash provided by (used for) investing activities
    
    
    (18,596
    )
    
    
    (52,656
    )
    
    
    20,474Financing activitiesExcess tax benefit from share-based payment arrangements
    
    
    
    
    
    
    241
    
    
    
    974Purchases of treasury stock
    
    
    (569
    )
    
    
    (59,234
    )
    
    
    (68,400
    )Proceeds from exercise of stock options
    
    
    236
    
    
    
    1,643
    
    
    
    14,195Credit line borrowings
    
    
    5,675
    
    
    
    13,917
    
    
    
    Credit line repayments
    
    
    (6,291
    )
    
    
    (12,815
    )
    
    
    Other
    
    
    (46
    )
    
    
    (293
    )
    
    
    (63
    )Net cash used for financing activities
    
    
    (995
    )
    
    
    (56,541
    )
    
    
    (53,294
    )Effects of exchange rate changes on cash and cash equivalents
    
    
    942
    
    
    
    (1,600
    )
    
    
    (913
    )Net increase (decrease) in cash and cash equivalents
    
    
    10,112
    
    
    
    (50,181
    )
    
    
    31,211Cash and cash equivalents, beginning of period
    
    
    54,626
    
    
    
    104,807
    
    
    
    73,596Cash and cash equivalents, end of period
    
    $
    64,738
    
    
    $
    54,626
    
    
    $
    104,807SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash interest paid
    
    $
    188
    
    
    $
    229
    
    
    $
    46Cash income taxes paid
    
    $
    1,552
    
    
    $
    14,109
    
    
    $
    13,993
 See accompanying notes.
  F-7




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##### Table of Contents



ATMI, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Summary of Significant Accounting Policies
 Description of Business
  Consolidation
  Use of Estimates
  Revenue Recognition and Accounts Receivable
 Revenue Recognition
   F-8




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Allowance for Doubtful Accounts
  Concentrations of Credit Risk
  Research and Development
  Cash and Cash Equivalents and Marketable Securities
    F-9




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Non-marketable Equity Securities
     F-10




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Inventories
   Property, Plant, and Equipment, net
   F-11




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Asset-Retirement Obligations
  Income Taxes
  Fair Value of Financial Instruments
       F-12




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Foreign Currency Exchange Contracts
    Goodwill and Other Indefinite-Lived Intangible Assets
   Other Long-Lived Assets
  Intercompany Loans
  Translation of Foreign Currencies
   F-13




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Equity-based Compensation
  Recently Issued Accounting Pronouncements
     F-14




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Other
    2. Insurance Claim Recoveries
    F-15




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 3. Marketable Securities
  2009
    
    
    2008Gross
    
    
    
    
    
    
    
    
    
    
    GrossUnrealized
    
    
    Estimated
    
    
    
    
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gain (Loss)
    
    
    Fair Value
    
    
    Cost
    
    
    Gain (Loss)
    
    
    Fair ValueSecurities in unrealized gain position:Common stock
    
    $
    343
    
    
    $
    2,029
    
    
    $
    2,372
    
    
    $
    251
    
    
    $
    296
    
    
    $
    547Government debt
obligations (1)
    
    
    7,321
    
    
    
    51
    
    
    
    7,372
    
    
    
    22,325
    
    
    
    205
    
    
    
    22,530GS (2) debt obligations
    
    
    16,974
    
    
    
    20
    
    
    
    16,994
    
    
    
    3,000
    
    
    
    10
    
    
    
    3,010Subtotal
    
    
    24,638
    
    
    
    2,100
    
    
    
    26,738
    
    
    
    25,576
    
    
    
    511
    
    
    
    26,087Securities in unrealized loss position:Common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192
    
    
    
    (117
    )
    
    
    75Government debt
obligations (1)
    
    
    909
    
    
    
    (1
    )
    
    
    908
    
    
    
    
    
    
    
    
    
    
    
    GS (2) debt obligations
    
    
    13,022
    
    
    
    (29
    )
    
    
    12,993
    
    
    
    
    
    
    
    
    
    
    
    Auction-rate security (3)
    
    
    4,672
    
    
    
    (2,071
    )
    
    
    2,601
    
    
    
    5,000
    
    
    
    (1,345
    )
    
    
    3,655Subtotal
    
    
    18,603
    
    
    
    (2,101
    )
    
    
    16,502
    
    
    
    5,192
    
    
    
    (1,462
    )
    
    
    3,730Securities at amortized cost:Time deposits (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,502
    
    
    
    
    
    
    
    9,502Government debt
obligations (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,075
    
    
    
    
    
    
    
    2,075Subtotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,577
    
    
    
    
    
    
    
    11,577Total marketable securities
    
    $
    43,241
    
    
    $
    (1
    )
    
    $
    43,240
    
    
    $
    42,345
    
    
    $
    (951
    )
    
    $
    41,394
 (1)
    
    State and municipal government debt obligations(2)
    
    Government sponsored(3)
    
    Massachusetts Educational Financing Authority (MEFA) auction rate security  Par Value $5,000,000 less non-cash
credit loss of $328,000(4)
    
    In 2009, we did not renew our South Korean time deposits.    F-16




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 EstimatedCost
    
    
    Fair ValueDue in one year or less
    
    $
    24,537
    
    
    $
    24,566Due between one and three years
    
    
    13,689
    
    
    
    13,701Auction-rate security (due in 2038)
    
    
    4,672
    
    
    
    2,60142,898
    
    
    
    40,868Common stock
    
    
    343
    
    
    
    2,372$
    43,241
    
    
    $
    43,240
  Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    UnrealizedFair Value
    
    
    Losses
    
    
    Fair Value
    
    
    Losses
    
    
    Fair Value
    
    
    LossesGovernment debt obligations
    
    $
    908
    
    
    $
    (1
    )
    
    
    
    
    
    
    
    
    
    $
    908
    
    
    $
    (1
    )GS debt obligations
    
    
    12,993
    
    
    
    (29
    )
    
    
    
    
    
    
    
    
    
    
    12,993
    
    
    
    (29
    )Auction-rate security
    
    
    
    
    
    
    
    
    
    
    2,601
    
    
    
    (2,071
    )
    
    
    2,601
    
    
    
    (2,071
    )Total
    
    $
    13,901
    
    
    $
    (30
    )
    
    $
    2,601
    
    
    $
    (2,071
    )
    
    $
    16,502
    
    
    $
    (2,101
    )
 See Note 6 for further discussion. 4. Inventories
  2009
    
    
    2008Raw materials
    
    $
    14,985
    
    
    $
    15,588Work in process
    
    
    2,446
    
    
    
    1,209Finished goods (1)
    
    
    38,924
    
    
    
    41,55856,355
    
    
    
    58,355Excess and obsolescence reserve
    
    
    (2,594
    )
    
    
    (2,369
    )Inventories, net
    
    $
    53,761
    
    
    $
    55,986
 (1)
    
    $4.9 million and $5.1 million of finished goods inventory resides at non-ATMI consignment
locations at December 31, 2009 and 2008, respectively.   F-17




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 5. Foreign Currency Exchange Contracts
   6. Fair Value Measurements
  Assets / Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measured UsingQuotedPrices in
    
    
    OtherActive
    
    
    Observable
    
    
    UnobservableMarkets
    
    
    Inputs
    
    
    InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash, cash
equivalents, and
available-for-sale
marketable
securities
    
    $
    107,978
    
    
    $
    67,110
    
    
    $
    38,267
    
    
    $
    2,601Foreign currency
exchange contract
liability
    
    $
    (116
    )
    
    $
    (116
    )
    
    
    
    
    
    
    
    F-18




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)Available-For-Sale MarketableSecurities
    
    
    TotalBalance at December 31, 2008
    
    $
    3,655
    
    
    $
    3,655Total gains (losses), realized and unrealized:Included in net income
    
    
    (328
    )
    
    
    (328
    )Included in accumulated other comprehensive income
    
    
    (726
    )
    
    
    (726
    )Purchases, issuances, and settlements, net
    
    
    
    
    
    
    Transfers into (out of) Level 3
    
    
    
    
    
    
    Balance at December 31, 2009
    
    $
    2,601
    
    
    $
    2,601
  Assets / Liabilities Measured at Fair Value on a Nonrecurring Basis
     F-19




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  7. Property, Plant and Equipment, Net
  December 31,2009
    
    
    2008Land
    
    $
    1,104
    
    
    $
    1,063Buildings
    
    
    25,453
    
    
    
    24,910Machinery and equipment
    
    
    123,257
    
    
    
    106,389Computer equipment and software
    
    
    37,293
    
    
    
    35,485Cylinders and canisters
    
    
    37,230
    
    
    
    34,744Furniture and fixtures
    
    
    2,640
    
    
    
    2,713Leasehold improvements
    
    
    21,499
    
    
    
    21,668Construction in progress
    
    
    6,260
    
    
    
    15,353254,736
    
    
    
    242,325Accumulated depreciation and amortization
    
    
    (130,127
    )
    
    
    (105,900
    )$
    124,609
    
    
    $
    136,425
      Year Ended December 31,2009
    
    
    2008
    
    
    2007Cost of revenues
    
    $
    10,633
    
    
    $
    9,207
    
    
    $
    7,499Research and development
    
    
    4,381
    
    
    
    3,681
    
    
    
    2,984Selling, general, and administrative
    
    
    7,314
    
    
    
    7,178
    
    
    
    8,080Total depreciation and amortization
    
    $
    22,328
    
    
    $
    20,066
    
    
    $
    18,563
  F-20




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 8. Goodwill and Other Intangibles
  Patents &
    
    
    
    
    
    
    Total OtherGoodwill
    
    
    Trademarks
    
    
    Other
    
    
    IntangiblesBalance at December 31, 2007
    
    $
    13,730
    
    
    $
    16,166
    
    
    $
    1,241
    
    
    $
    17,407Acquisitions
    
    
    19,764
    
    
    
    12,742
    
    
    
    1,300
    
    
    
    14,042Amortization expense
    
    
    
    
    
    
    (3,410
    )
    
    
    (665
    )
    
    
    (4,075
    )Other, including foreign currency translation
    
    
    (139
    )
    
    
    (272
    )
    
    
    100
    
    
    
    (172
    )Balance at December 31, 2008
    
    $
    33,355
    
    
    $
    25,226
    
    
    $
    1,976
    
    
    $
    27,202Acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization expense
    
    
    
    
    
    
    (3,604
    )
    
    
    (867
    )
    
    
    (4,471
    )Other, including foreign currency
translation (1)
    
    
    39
    
    
    
    138
    
    
    
    333
    
    
    
    471Balance at December 31, 2009
    
    $
    33,394
    
    
    $
    21,760
    
    
    $
    1,442
    
    
    $
    23,202
   Patents &
    
    
    
    
    
    
    Total OtherGoodwill
    
    
    Trademarks
    
    
    Other
    
    
    IntangiblesGross amount as of December 31, 2008
    
    $
    33,355
    
    
    $
    40,003
    
    
    $
    7,001
    
    
    $
    47,004Accumulated amortization
    
    
    
    
    
    
    (14,777
    )
    
    
    (5,025
    )
    
    
    (19,802
    )Balance at December 31, 2008
    
    $
    33,355
    
    
    $
    25,226
    
    
    $
    1,976
    
    
    $
    27,202Gross amount as of December 31, 2009
    
    $
    33,394
    
    
    $
    40,490
    
    
    $
    7,003
    
    
    $
    47,493Accumulated amortization
    
    
    
    
    
    
    (18,730
    )
    
    
    (5,561
    )
    
    
    (24,291
    )Balance at December 31, 2009
    
    $
    33,394
    
    
    $
    21,760
    
    
    $
    1,442
    
    
    $
    23,202
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Cost of revenues
    
    $
    296
    
    
    $
    133
    
    
    $
    58Research and development
    
    
    
    
    
    
    
    
    
    
    21Selling, general, and administrative
    
    
    4,175
    
    
    
    3,942
    
    
    
    3,164Total amortization
    
    $
    4,471
    
    
    $
    4,075
    
    
    $
    3,243
  F-21




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year
    
    Amount2010
    
    $
    3,9012011
    
    
    3,0042012
    
    
    2,9812013
    
    
    2,9812014
    
    
    2,981Thereafter
    
    
    7,354Total
    
    $
    23,202
  Identified intangible assets
    
    $
    8,900Net deferred taxes
    
    
    (1,139
    )Net assets acquired
    
    
    148Goodwill
    
    
    19,764Purchase price, net of cash acquired
    
    $
    27,673
    F-22




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 9. Other Non-Current Assets
   10. Leases
   OperatingLeases2010
    
    $
    3,8072011
    
    
    3,0992012
    
    
    1,0382013
    
    
    3202014
    
    
    11Total minimum lease payments
    
    $
    8,275
   F-23




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Balance as of December 31, 2008
    
    $
    3,350Liabilities incurred
    
    
    352Liabilities settled
    
    
    Accretion expense
    
    
    49Balance as of December 31, 2009
    
    $
    3,751
   F-24




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 11. Income Taxes
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Domestic
    
    $
    (20,784
    )
    
    $
    28,830
    
    
    $
    48,174Foreign
    
    
    7,128
    
    
    
    11,316
    
    
    
    11,229Total pre-tax income (loss)
    
    $
    (13,656
    )
    
    $
    40,146
    
    
    $
    59,403
  December 31,2009
    
    
    2008
    
    
    2007Current:Federal
    
    $
    (7,349
    )
    
    $
    2,369
    
    
    $
    16,090State
    
    
    79
    
    
    
    809
    
    
    
    1,152Foreign
    
    
    2,154
    
    
    
    1,602
    
    
    
    3,129Total current
    
    
    (5,116
    )
    
    
    4,780
    
    
    
    20,371Deferred:Federal
    
    
    (85
    )
    
    
    3,293
    
    
    
    (1,134
    )State
    
    
    (392
    )
    
    
    (134
    )
    
    
    (96
    )Foreign
    
    
    (1,403
    )
    
    
    (1,120
    )
    
    
    (277
    )Total deferred
    
    
    (1,880
    )
    
    
    2,039
    
    
    
    (1,507
    )$
    (6,996
    )
    
    $
    6,819
    
    
    $
    18,864
  December 31,2009
    
    
    
    
    
    
    2008Deferred tax assets:Accrued liabilities
    
    $
    5,619
    
    
    
    
    
    
    $
    4,767Inventory reserves
    
    
    1,866
    
    
    
    
    
    
    
    2,372Net operating loss and tax credit carryforwards
    
    
    7,966
    
    
    
    
    
    
    
    6,167Equity-based compensation
    
    
    6,850
    
    
    
    
    
    
    
    6,132Other, net
    
    
    429
    
    
    
    
    
    
    
    33222,730
    
    
    
    
    
    
    
    19,770Valuation allowance
    
    
    (579
    )
    
    
    
    
    
    
    (446
    )22,151
    
    
    
    
    
    
    
    19,324Deferred tax liabilities:Depreciation and amortization
    
    
    (17,475
    )
    
    
    
    
    
    
    (16,265
    )Unrealized gain on marketable securities
    
    
    (858
    )
    
    
    
    
    
    
    (18,333
    )
    
    
    
    
    
    
    (16,265
    )Net deferred tax assets
    
    $
    3,818
    
    
    
    
    
    
    $
    3,059
   F-25




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  ExpirationFederal-NOLs
    
    $
    1,468
    
    
    2021-2027-Credits
    
    
    83
    
    
    2019-2026$
    1,551State-NOLs
    
    
    841
    
    
    2014-2029-Credits
    
    
    1,780
    
    
    2010-2024$
    2,621Foreign- NOLs
    
    
    2,196
    
    
    None- Credits
    
    
    1,598
    
    
    2012$
    3,794Total
    
    $
    7,966
  For the Year Ended December 31,2009
    
    
    2008
    
    
    2007U.S. statutory rate
    
    $
    (4,779
    )
    
    $
    14,052
    
    
    $
    20,791State income taxes
    
    
    (196
    )
    
    
    439
    
    
    
    686Foreign income taxes
    
    
    (2,375
    )
    
    
    (2,039
    )
    
    
    (1,062
    )Tax exempt income
    
    
    (213
    )
    
    
    (705
    )
    
    
    (1,894
    )Change in valuation allowance of deferred tax assets
    
    
    133
    
    
    
    (24
    )
    
    
    (105
    )Adjustment to tax liabilities
    
    
    457
    
    
    
    (2,371
    )
    
    
    677Research & development credits
    
    
    (284
    )
    
    
    (2,442
    )
    
    
    (491
    )Other, net
    
    
    261
    
    
    
    (91
    )
    
    
    262$
    (6,996
    )
    
    $
    6,819
    
    
    $
    18,864
     F-26




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Beginning Balance  January 1, 2009
    
    $
    5,981Increases from prior period positions
    
    
    1,614Decreases from prior period positions
    
    
    (53
    )Increases from current period positions
    
    
    834Decreases from current period positions
    
    
    Decreases related to settlements with taxing authorities
    
    
    (639
    )Decreases from lapse of statute of limitations
    
    
    (1,555
    )Ending Balance  December 31, 2009
    
    $
    6,182
  12. Defined Contribution Plan
  13. Stockholders Equity
  December 31,2009
    
    
    2008
    
    
    2007Cost of revenues
    
    $
    315
    
    
    $
    339
    
    
    $
    375Research and development
    
    
    523
    
    
    
    530
    
    
    
    432Selling, general, and administrative
    
    
    4,902
    
    
    
    5,831
    
    
    
    6,791Total equity-based compensation expense
    
    
    5,740
    
    
    
    6,700
    
    
    
    7,598Less: Provision for income taxes
    
    
    1,912
    
    
    
    2,237
    
    
    
    2,556Net equity-based compensation expense
    
    $
    3,828
    
    
    $
    4,463
    
    
    $
    5,042
   F-27




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Summary of Plans
   # of# of Shares
    
    
    SharesStock Plan
    
    Approved
    
    
    Available2000 Stock Plan (1)
    
    
    2,000
    
    
    
    1012003 Stock Plan (1)
    
    
    3,000
    
    
    
    773Employee Stock Purchase Plan (2)
    
    
    1,000
    
    
    
    270Totals
    
    
    6,000
    
    
    
    1,144
 (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, under existing accounting rules. Fair Value
   F-28




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2009
    
    
    2008
    
    
    2007Stock option grants:Risk free interest rate
    
    
    2.15
    %
    
    
    3.61
    %
    
    
    4.53
    %Expected term, in years
    
    
    7.20
    
    
    
    6.70
    
    
    
    6.25Expected volatility
    
    
    41.4
    %
    
    
    36.0
    %
    
    
    32.7
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  Stock Option and Restricted Stock Activity
  Number
    
    
    Average
    
    
    Average
    
    
    Aggregateof
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Life
    
    
    ValueOutstanding at December 31, 2008
    
    
    2,213
    
    
    $
    26.08Granted
    
    
    262
    
    
    $
    13.82Exercised
    
    
    (1
    )
    
    $
    17.34Forfeited
    
    
    (278
    )
    
    $
    26.13Outstanding at December 31, 2009
    
    
    2,196
    
    
    $
    24.68
    
    
    
    4.1
    
    
    $
    1,435Exercisable at December 31, 2009
    
    
    1,773
    
    
    $
    25.77
    
    
    
    3.1
    
    
    $
    179
    F-29




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  AverageNumber
    
    
    Grantof
    
    
    Date FairShares
    
    
    ValueNonvested at December 31, 2008
    
    
    867
    
    
    $
    28.81Granted
    
    
    637
    
    
    $
    14.63Vested
    
    
    (141
    )
    
    $
    26.83Forfeited
    
    
    (246
    )
    
    $
    28.71Nonvested at December 31, 2009
    
    
    1,117
    
    
    $
    20.99
   Earnings Per Share
  2009
    
    
    2008
    
    
    2007Numerator:Net income (loss)
    
    $
    (6,660
    )
    
    $
    33,327
    
    
    $
    40,539Denominator:Denominator for basic earnings (loss) per share  weighted average shares
    
    
    31,398
    
    
    
    31,447
    
    
    
    34,169Dilutive effect of employee stock options
    
    
    
    
    
    
    279
    
    
    
    550Dilutive effect of restricted stock
    
    
    
    
    
    
    352
    
    
    
    374Denominator for diluted earnings (loss) per common share  weighted average shares
    
    
    31,398
    
    
    
    32,078
    
    
    
    35,093Earnings (loss) per share-basic
    
    $
    (0.21
    )
    
    $
    1.06
    
    
    $
    1.19Earnings (loss) per share-diluted
    
    $
    (0.21
    )
    
    $
    1.04
    
    
    $
    1.16
  F-30




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2009
    
    
    2008
    
    
    2007Antidilutive shares
    
    
    1,934
    
    
    
    1,484
    
    
    
    340
    F-31




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 14. Accumulated Other Comprehensive Income
  UnrealizedGain (Loss)
    
    
    Unrealizedon
    
    
    Gain (Loss)Currency
    
    
    Available-
    
    
    onTranslation
    
    
    for-Sale
    
    
    DerivativeAdjustments
    
    
    Securities
    
    
    Instruments
    
    
    TotalBalance at December 31, 2006
    
    $
    4,433
    
    
    $
    1,205
    
    
    $
    0
    
    
    $
    5,638Reclassification adjustment related to marketable
securities in unrealized loss position at prior period
end, net of $694 tax benefit (1)
    
    
    
    
    
    
    1,182
    
    
    
    
    
    
    
    1,182Change in fair value of available-for-sale securities,
net of deferred income tax of $109
    
    
    
    
    
    
    186
    
    
    
    
    
    
    
    186Change in fair value of derivative financial instruments,
net of deferred income tax of $46
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    78Cumulative translation adjustment
    
    
    2,357
    
    
    
    
    
    
    
    
    
    
    
    2,357Balance at December 31, 2007
    
    $
    6,790
    
    
    $
    2,573
    
    
    $
    78
    
    
    $
    9,441Reclassification adjustment related to marketable
securities in unrealized loss position at prior period
end, net of $925 tax provision (1)
    
    
    
    
    
    
    (1,574
    )
    
    
    
    
    
    
    (1,574
    )Change in fair value of available-for-sale securities,
net of deferred income tax of $938
    
    
    
    
    
    
    (1,598
    )
    
    
    
    
    
    
    (1,598
    )Reclassification adjustment to earnings related to
derivative financial instruments at prior period
end, net of deferred income tax of $46
    
    
    
    
    
    
    
    
    
    
    (78
    )
    
    
    (78
    )Cumulative translation adjustment
    
    
    (5,925
    )
    
    
    
    
    
    
    
    
    
    
    (5,925
    )Balance at December 31, 2008
    
    $
    865
    
    
    $
    (599
    )
    
    
    
    
    
    $
    266Cumulative effect of adoption of new accounting standard
    
    
    
    
    
    
    (1,287
    )
    
    
    
    
    
    
    (1,287
    )Reclassification adjustment related to marketable
securities in net unrealized gain position at prior period
end, net of $32 tax provision (1)
    
    
    
    
    
    
    (55
    )
    
    
    
    
    
    
    (55
    )Change in fair value of available-for-sale securities,
net of deferred income tax of $1,139
    
    
    
    
    
    
    1,940
    
    
    
    
    
    
    
    1,940Cumulative translation adjustment
    
    
    2,540
    
    
    
    
    
    
    
    
    
    
    
    2,540Balance at December 31, 2009
    
    $
    3,405
    
    
    $
    (1
    )
    
    
    
    
    
    $
    3,404
 (1)
    
    Determined based on the specific identification method  F-32




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 15. Commitments, Contingencies, and Other
     Other
  16. Segments
    F-33




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  For the Year Ended December 31,(In thousands)
    
    2009
    
    
    2008
    
    
    2007Microelectronics
    
    $
    230,707
    
    
    $
    310,141
    
    
    $
    343,307Life sciences
    
    $
    23,997
    
    
    $
    28,922
    
    
    $
    20,781Total
    
    $
    254,704
    
    
    $
    339,063
    
    
    $
    364,088
 17. Geographic Data
  Other
    
    
    
    
    
    
    Europe and(In thousands)
    
    U.S.
    
    
    Taiwan
    
    
    Japan
    
    
    South Korea
    
    
    Pacific Rim
    
    
    Belgium
    
    
    Other
    
    
    TotalDecember 31, 2009Revenues
    
    $
    50,347
    
    
    $
    55,454
    
    
    $
    36,482
    
    
    $
    51,555
    
    
    $
    31,347
    
    
    $
    2,759
    
    
    $
    26,760
    
    
    $
    254,704Long-lived assets
    
    
    168,678
    
    
    
    8,513
    
    
    
    7,354
    
    
    
    3,274
    
    
    
    265
    
    
    
    24,216
    
    
    
    392
    
    
    
    212,692December 31, 2008Revenues
    
    $
    76,949
    
    
    $
    79,547
    
    
    $
    43,068
    
    
    $
    46,909
    
    
    $
    48,388
    
    
    $
    2,900
    
    
    $
    41,302
    
    
    $
    339,063Long-lived assets
    
    
    185,022
    
    
    
    9,386
    
    
    
    7,644
    
    
    
    3,476
    
    
    
    239
    
    
    
    23,696
    
    
    
    407
    
    
    
    229,870December 31, 2007Revenues
    
    $
    84,938
    
    
    $
    89,162
    
    
    $
    45,961
    
    
    $
    48,995
    
    
    $
    51,249
    
    
    $
    2,929
    
    
    $
    40,854
    
    
    $
    364,088Long-lived assets
    
    
    144,259
    
    
    
    4,436
    
    
    
    1,404
    
    
    
    2,764
    
    
    
    322
    
    
    
    11,175
    
    
    
    458
    
    
    
    164,818
  18. Subsequent Events
    F-34




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 19. Quarterly Results of Operations (Unaudited)
  QuarterFirst
    
    
    Second
    
    
    Third
    
    
    Fourth2009Revenues
    
    $
    37,362
    
    
    $
    60,095
    
    
    $
    72,610
    
    
    $
    84,637Gross profit
    
    
    6,931
    (a)
    
    
    23,807
    
    
    
    33,038
    
    
    
    38,408Operating income (loss)
    
    
    (26,960)
    (b)
    
    
    (3,191
    )
    
    
    8,038
    
    
    
    10,776Net income (loss)
    
    $
    (18,424)
    (c)
    
    $
    (1,744
    )
    
    $
    6,539
    (d)
    
    $
    6,969Basic income (loss) per common share:Earnings (loss) per common share
    
    $
    (0.59
    )
    
    $
    (0.06
    )
    
    $
    0.21
    
    
    $
    0.22Diluted income (loss) per common share:Earnings (loss) per common share
    
    $
    (0.59
    )
    
    $
    (0.06
    )
    
    $
    0.21
    
    
    $
    0.222008Revenues
    
    $
    92,797
    
    
    $
    89,487
    
    
    $
    86,684
    
    
    $
    70,095Gross profit
    
    
    46,366
    
    
    
    46,288
    
    
    
    41,426
    
    
    
    32,432
    (g)Operating income
    
    
    15,169
    
    
    
    13,375
    
    
    
    9,954
    
    
    
    1,424Net income
    
    $
    10,385
    
    
    $
    9,679
    (e)
    
    $
    10,063
    (f)
    
    $
    3,200Basic income per common share:Earnings per common share
    
    $
    0.32
    
    
    $
    0.31
    
    
    $
    0.32
    
    
    $
    0.10Diluted income per common share:Earnings per common share
    
    $
    0.32
    
    
    $
    0.30
    
    
    $
    0.32
    
    
    $
    0.10
 (a)
    
    Includes $1.1 million charge for incremental excess and obsolescence related to product
discontinuances and a general reserve to cover expected product shelf-life issues; and $2.9
million impairment charge in cost of revenues for long-lived assets written down to their
estimated fair values primarily related to the planned idling of manufacturing capacity of our
gas products. In the third quarter, we determined that the manufacturing capacity for these
gas products will continue normal production as we were not successful in our attempt to
transition to vendor sourced manufacturing.(b)
    
    Includes $1.5 million impairment charge for long-lived assets written down to their estimated
fair values related primarily to idled equipment used in our research and development efforts;
$1.5 million charge to increase our reserves for bad debt to cover exposures related to
customer bankruptcy filings and uncertainties of collections due to the current general
macroeconomic conditions; and $1.8 million impairment charge in selling, general and
administrative expense for long-lived assets written down to their estimated fair values
primarily related to redundant enterprise management software.(c)
    
    Includes a $2.5 million impairment charge, primarily related to a write-down associated with
an auction-rate security.(d)
    
    Includes a $0.7 million charge related to statutes of limitations expirations.(e)
    
    Includes a $2.0 million gain from the sale of a marketable security, offset by a $1.8 million
impairment charge related to an uncollectible convertible note receivable due from an
early-stage semiconductor materials venture.(f)
    
    Includes a $1.6 million impairment charge related to our strategic investment portfolio, and
$0.7 million representing our after-tax proportionate share of a gain on sale of assets by one
of our equity-method investees.(g)
    
    Includes a $3.1 million net benefit associated with the settlement of a dispute with a
distributor ($3.7 million recognized in revenues, with $0.6 million of associated costs
recognized in cost of revenues), and $2.4 million of benefit recognized from a business
interruption claim recovery.  F-35




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##### Table of Contents



ATMI, Inc.
 
 Schedule II  Valuation and Qualifying Accounts
 Three Years Ended December 31, 2009
  Allowances for Doubtful Accounts and Sales Returns:
 Balance December 31, 2006
    
    $
    666Doubtful accounts written off (net)
    
    
    (3
    )Other adjustments
    
    
    7Balance December 31, 2007
    
    
    670Provision charged to income
    
    
    300Doubtful accounts written off (net)
    
    
    (9
    )Other adjustments
    
    
    (3
    )Balance December 31, 2008
    
    
    958Provision charged to income
    
    
    1,381Doubtful accounts written off (net)
    
    
    (68
    )Other adjustments
    
    
    16Balance December 31, 2009
    
    $
    2,287
 Allowance for Excess and Obsolete Inventories:
 Balance December 31, 2006
    
    $
    2,353Provision charged to income
    
    
    856Disposals of inventory written off
    
    
    (912
    )Other adjustments
    
    
    20Balance December 31, 2007
    
    
    2,317Provision charged to income
    
    
    1,544Disposals of inventory written off
    
    
    (1,131
    )Other adjustments
    
    
    (361
    )Balance December 31, 2008
    
    
    2,369Provision charged to income
    
    
    2,093Disposals of inventory written off
    
    
    (1,798
    )Other adjustments
    
    
    (70
    )Balance December 31, 2009
    
    $
    2,594
 Future Income Tax Benefits  Valuation Allowance:
 Balance December 31, 2006
    
    $
    416Additions charged to income tax expense
    
    
    20Reductions credited to income tax expense
    
    
    (125
    )Other adjustments
    
    
    (33
    )Balance December 31, 2007
    
    
    278Additions charged to income tax expense
    
    
    52Reductions credited to income tax expense
    
    
    (76
    )Other adjustments
    
    
    192Balance December 31, 2008
    
    
    446Additions charged to income tax expense
    
    
    147Reductions credited to income tax expense
    
    
    (14
    )Balance December 31, 2009
    
    $
    579
  F-36