0000872448-14-000019.txt : 20140430 0000872448-14-000019.hdr.sgml : 20140430 20140430161759 ACCESSION NUMBER: 0000872448-14-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140430 DATE AS OF CHANGE: 20140430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATMEL CORP CENTRAL INDEX KEY: 0000872448 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770051991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19032 FILM NUMBER: 14798985 BUSINESS ADDRESS: STREET 1: 1600 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084410311 MAIL ADDRESS: STREET 1: 1600 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 8-K 1 atml-q1148xkpressrelease.htm 8-K ATML - Q1'14 8-K Press Release

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):

April 30, 2014 

 
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-19032
 
77-0051991
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
1600 Technology Drive
San Jose, CA 95110
(Address of principal executive offices, including zip code)
 
(408) 441-0311
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02 Results of Operations and Financial Condition.
 
On April 30, 2014, Atmel Corporation issued a press release discussing its financial results for the first quarter ended March 31, 2014. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01  Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release, dated as of April 30, 2014, entitled “Atmel Reports First Quarter 2014 Financial Results.”





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Atmel Corporation
 
 
 
 
 
 
April 30, 2014
By:
/s/ Steve Skaggs
 
 
Steve Skaggs
 
 
Senior Vice President and Chief Financial Officer





EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release, dated as of April 30, 2014, entitled “Atmel Reports First Quarter 2014 Financial Results.”



EX-99.1 2 ex991-q114.htm EXHIBIT ex991-q1'14
Exhibit 99.1

N E W S R E L E A S E

Atmel Reports First Quarter 2014 Financial Results


SAN JOSE, Calif., April 30, 2014 -- Atmel® Corporation (Nasdaq: ATML), a leader in microcontroller and touch solutions, today announced financial results for its first quarter ended March 31, 2014.

 
GAAP
 
Non-GAAP
 
Q1 2014
Q4 2013
Q1 2013
 
Q1 2014
Q4 2013
Q1 2013
Net revenue
$
337.4

$
353.2

$
329.1

 
$
337.4

$
353.2

$
329.1

Gross margin
41.5
%
42.7
%
39.9
 %
 
44.0
%
43.7
%
40.5
%
Operating margin
1.4
%
8.3
%
(19.0
)%
 
8.9
%
12.4
%
4.3
%
Net income (loss)
$
2.2

$
7.2

$
(47.7
)
 
$
29.1

$
43.6

$
13.6

Diluted EPS
$
0.01

$
0.02

$
(0.11
)
 
$
0.07

$
0.10

$
0.03


(In millions, except earnings per share data and percentages)

Revenue for the first quarter of 2014 was $337.4 million, a 4% decrease compared to $353.2 million for the fourth quarter of 2013, and 2% higher compared to $329.1 million for the first quarter of 2013.

GAAP net income totaled $2.2 million or $0.01 per diluted share for the first quarter of 2014. This compares to $7.2 million or $0.02 per diluted share for the fourth quarter of 2013, and a loss of $(47.7) million or $(0.11) per diluted share for the first quarter of 2013.

GAAP gross margin was 41.5% in the first quarter of 2014, which included a $7.1 million loss related to the manufacturing facility damage and unplanned shutdown at our Colorado Springs plant that occurred in December 2013. This compares to 42.7% in the fourth quarter of 2013 and 39.9% in the first quarter of 2013.

Non-GAAP net income for the first quarter of 2014 totaled $29.1 million or $0.07 per diluted share, compared to non-GAAP net income of $43.6 million or $0.10 per diluted share in the fourth quarter of 2013, and $13.6 million or $0.03 per diluted share for the year-ago quarter. Refer to the non-GAAP reconciliation table included in this release for more details.

Non-GAAP gross margin was 44.0% in the first quarter of 2014 compared to 43.7% in the immediately preceding quarter and 40.5% in the first quarter of 2013. Refer to the non-GAAP reconciliation table included in this release for more details.

“Our microcontroller business performed better than seasonal and continues to benefit from the investments in new product introductions including devices related to the Internet of Things which are driving increasing revenue as the number of microcontrollers connected to the Internet grows extensively,” said Steve Laub, Atmel's President and Chief Executive Officer. "We are confident that our ongoing operational initiatives will significantly enhance our profitability throughout the remainder of the year."

Cash provided by operations totaled approximately $46.2 million for the first quarter of 2014, compared to $50.4 million for the fourth quarter of 2013 and cash used in operations of $12.0 million for the first quarter of 2013. Combined cash balances (cash and cash equivalents plus short-term investments) totaled $255.5 million at the end of the first quarter of 2014, a decrease of $23.6 million from the immediately preceding quarter resulting principally from the repurchase of $54.9 million in common stock during the first quarter.
 
Company Highlights

Introduced SmartConnect, a breakthrough new product family which integrates Atmel’s ultra-low power microcontrollers and wireless connectivity solutions into turnkey solutions for the Internet of Things
Expanded family of low-power ARM Cortex M0+ microcontrollers with new products featuring Atmel’s innovative event system, support for capacitive touch button, slider and wheel user interfaces, multiple serial communications modules, along with a full-speed USB interface, and additional pin and memory combinations



Introduced new low-cost Xplained mini development board based on Atmel 8-bit AVR® technology
Announced new evaluation kit with Newark element14 based on the ARM Cortex-A5 microprocessor
Launched new smart metering modem for power line communications market
Announced Atmel Studio 6.2, the latest version of the popular integrated development environment supporting both Atmel AVR and ARM based microcontrollers
Collaboration with Mentor Graphics on real-time operating system and tools to accelerate development of next generation IoT devices using Atmel’s ARM Cortex M3 and M4 based microcontrollers
Extended product leadership in the large screen capacitive touch market with the launch of the maXTouch® 1066T and 1068T for 7” to 8.9” high performance tablets
Introduced new automotive-qualified maXTouch S Series controller family for touchscreens up to 14” in center consoles, navigation systems, radio interfaces and rear-seat entertainment systems
New smartphone introductions featuring maXTouch include LG’s G Pro 2, G2 Mini, and L Series 3 L90, Verizon’s Lucid 3, Xiaomi’s RedRice 5.5”, Gionee’s Elife S5.5, and ZTE’s Grand S Lite
Android and Windows 8 tablets featuring maXTouch include Samsung’s Galaxy Tab 4 10.1”, Galaxy Tab 12.2”, Galaxy Note 12.2”, and HP’s EliteBook 1000 G2
Collaboration with Corning on developing ultra-thin, next-generation capacitive touchscreens using Gorilla Glass and featuring XSense®
Extended automotive in-vehicle networking leadership position with the launch of a new generation of low-power local interconnect networking (LIN) systems
 
Stock Repurchase
During the first quarter of 2014, Atmel repurchased 6.9 million shares of its common stock in the open market at an average price of $7.97 per share.

Non-GAAP Metrics
Non-GAAP net income excludes loss from manufacturing facility damage and shutdown, French building underutilization and other, gain related to foundry arrangements, recovery of receivables from foundry suppliers, restructuring (credits) charges, settlement charges, acquisition-related (credits) charges, gain on sale of assets, share-based compensation expense, as well as the non-GAAP income tax adjustment and other non-recurring income tax items. A reconciliation of GAAP results to non-GAAP results is included following the financial statements below.

Conference Call
Atmel will hold a teleconference at 2 p.m. PT today to discuss the first quarter 2014 financial results. The conference call will be webcast live and can also be monitored by dialing 1-706-758-4519. The conference ID number is 15883788 and participants are encouraged to initiate their calls 10 minutes prior to the 2 p.m. PT start time to ensure a timely connection. The webcast and earnings release will be accessible at http://ir.atmel.com/ and will be archived for 12 months.

A replay of the April 30, 2014 conference call will be available the same day at approximately 5 p.m. PT and will be archived for 48 hours. The replay access number is 1-404-537-3406. The access code is 15883788.

About Atmel
Atmel is a worldwide leader in the design and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry's broadest intellectual property (IP) technology portfolios, Atmel is able to provide the electronics industry with complete system solutions focused on industrial, consumer, communications, computing and automotive markets.

© 2014 Atmel Corporation. All Rights Reserved. Atmel®, Atmel logo and combinations thereof, AVR®, and others are registered trademarks or trademarks of Atmel Corporation or its subsidiaries. Other terms and product names may be trademarks of others.

Safe Harbor for Forward-Looking Statements
Statements in this release, including those regarding Atmel's forecasts, business outlook, expectations, new product launches, and beliefs, among others, are forward-looking statements that involve risks and uncertainties. These statements may include comments about our future operating and financial performance, including our outlook for 2014 and beyond, our expectations regarding market share and product revenue growth, and Atmel's strategies. All forward-looking statements included in this release are based upon information available to Atmel as of the date of this release, which may change. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, without limitation, general global macroeconomic and geo-political conditions; the cyclical nature of the semiconductor industry; the inability to realize the anticipated benefits of transactions related to acquisitions, restructuring activities or other initiatives in a timely manner or at all; the impact of competitive products and pricing; disruption to our business caused by our increased dependence on outside foundries, financial instability or insolvency proceedings affecting some of those foundries, and associated litigation involving us in some cases; industry and/or company overcapacity or undercapacity, including capacity constraints of our independent assembly contractors; the success of our customers' end products and timely design acceptance by our customers; timely introduction of new products and technologies (including, for example, our XSense and new maXTouch products) and implementation of new manufacturing technologies; our ability to ramp new products into volume production; our



reliance on non-binding customer forecasts and the absence of long-term supply contracts with most of our customers; financial stability in foreign markets and the impact or volatility of foreign exchange rates; unanticipated changes in environmental, health and safety regulations; our dependence on selling through independent distributors; the complexity of our revenue recognition policies; information technology system failures; business interruptions, natural disasters or terrorist acts; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; the market price or increased volatility of our common stock; disruptions in the availability of raw materials; compliance with U.S. and international laws and regulations by us and our distributors; our dependence on key personnel; our ability to protect our intellectual property rights; litigation (including intellectual property litigation in which we may be involved or in which our customers may be involved, especially in the mobile device sector), and the possible unfavorable results of legal proceedings; and other risks detailed from time to time in Atmel's SEC reports and filings, including our Form 10-K for the year ended December 31, 2013, filed on February 28, 2014. Atmel assumes no obligation and does not intend to update any forward-looking statements, whether as a result of new information, future events or otherwise.
 




Investor Contact:    
Peter Schuman
Senior Director, Investor Relations
(408) 437-2026                




ATMEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share data)
(Unaudited)
 
 
 
Three Months Ended
 
March 31, 2014
 
December 31,
2013
 
March 31, 2013
 
 
 
 
 
 
Net revenue
$
337,361

 
$
353,220

 
$
329,143

 
 
 
 
 
 
Operating expenses
 
 
 
 
 
Cost of revenue
197,371

 
202,292

 
197,838

Research and development
69,752

 
63,948

 
68,308

Selling, general and administrative
64,079

 
59,277

 
63,577

Acquisition-related charges (credits)
1,628

 
(165
)
 
2,255

Restructuring (credits) charges
(224
)
 
(1,519
)
 
42,814

Recovery of receivables from foundry suppliers

 
(78
)
 
(439
)
Gain on sale of assets

 

 
(4,430
)
Settlement charges

 

 
21,600

Total operating expenses
332,606

 
323,755

 
391,523

Income (loss) from operations
4,755

 
29,465

 
(62,380
)
 
 
 
 
 
 
Interest and other income, net
77

 
931

 
352

Income (loss) before income taxes
4,832

 
30,396

 
(62,028
)
(Provision for) benefit from income taxes
(2,666
)
 
(23,186
)
 
14,361

Net income (loss)
$
2,166

 
$
7,210

 
$
(47,667
)
 
 
 
 
 
 
Basic net income (loss) per share:
 
 
 
 
 
Net income (loss) per share
$
0.01

 
$
0.02

 
$
(0.11
)
Weighted-average shares used in basic net income (loss) per share calculations
425,390

 
426,021

 
428,999

Diluted net income (loss) per share:
 
 
 
 
 
Net income (loss) per share
$
0.01

 
$
0.02

 
$
(0.11
)
Weighted-average shares used in diluted net income (loss) per share calculations
427,276

 
428,008

 
428,999





ATMEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
 
March 31,
2014
 
December 31,
2013
 
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
255,477

 
$
276,881

Short-term investments

 
2,181

Accounts receivable, net
194,909

 
206,757

Inventories
247,379

 
274,967

Prepaids and other current assets
95,078

 
92,234

Total current assets
792,843

 
853,020

Fixed assets, net
191,242

 
184,983

Goodwill
108,599

 
108,240

Intangible assets, net
26,406

 
28,116

Other assets
160,232

 
178,167

Total assets
$
1,279,322

 
$
1,352,526

 
 
 
 
Current liabilities
 
 
 
Trade accounts payable
$
92,933

 
$
95,872

Accrued and other liabilities
134,123

 
155,406

Deferred income on shipments to distributors
38,766

 
42,594

Total current liabilities
265,822

 
293,872

Other long-term liabilities
109,952

 
120,727

Total liabilities
375,774

 
414,599

Stockholders' equity
903,548

 
937,927

Total liabilities and stockholders' equity
$
1,279,322

 
$
1,352,526





ATMEL CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
(in thousands, except for per share data)
(Unaudited)
 
 
Three Months Ended
 
 
March 31,
2014
 
December 31,
2013
 
March 31,
2013
GAAP gross margin
 
$
139,990

 
$
150,928

 
$
131,305

Loss from manufacturing facility damage and shutdown
 
7,056

 
2,205

 

Gain related to foundry arrangements
 
(58
)
 

 

Share-based compensation expense
 
1,316

 
1,301

 
1,844

Non-GAAP gross margin
 
$
148,304

 
$
154,434

 
$
133,149

 
 
 
 
 
 
 
GAAP research and development expense
 
$
69,752

 
$
63,948

 
$
68,308

Share-based compensation expense
 
(4,729
)
 
(4,126
)
 
(4,608
)
French building underutilization and other
 
(961
)
 
(766
)
 

Non-GAAP research and development expense
 
$
64,062

 
$
59,056

 
$
63,700

 
 
 
 
 
 
 
GAAP selling, general and administrative expense
 
$
64,079

 
$
59,277

 
$
63,577

Share-based compensation expense
 
(9,572
)
 
(7,361
)
 
(8,310
)
French building underutilization and other
 
(335
)
 
(179
)
 

Non-GAAP selling, general and administrative expense
 
$
54,172

 
$
51,737

 
$
55,267

 
 
 
 
 
 
 
GAAP income (loss) from operations
 
$
4,755

 
$
29,465

 
$
(62,380
)
Share-based compensation expense
 
15,617

 
12,788

 
14,762

Loss from manufacturing facility damage and shutdown
 
7,056

 
2,205

 

Acquisition-related charges (credits)
 
1,628

 
(165
)
 
2,255

French building underutilization and other
 
1,296

 
945

 

Restructuring (credits) charges
 
(224
)
 
(1,519
)
 
42,814

Gain related to foundry arrangements
 
(58
)
 

 

Recovery of receivables from foundry suppliers
 

 
(78
)
 
(439
)
Gain on sale of assets
 

 

 
(4,430
)
Settlement charges
 

 

 
21,600

Non-GAAP income from operations
 
$
30,070

 
$
43,641

 
$
14,182

 
 
 
 
 
 
 
GAAP (provision for) benefit from income taxes
 
$
(2,666
)
 
$
(23,186
)
 
$
14,361

Adjustments for cash tax and other tax settlements
 
(1,651
)
 
(22,257
)
 
15,335

Non-GAAP provision for income taxes
 
$
(1,015
)
 
$
(929
)
 
$
(974
)
 
 
 
 
 
 
 
GAAP net income (loss)
 
$
2,166

 
$
7,210

 
$
(47,667
)
Share-based compensation expense
 
15,617

 
12,788

 
14,762

Loss from manufacturing facility damage and shutdown
 
7,056

 
2,205

 

Acquisition-related charges (credits)
 
1,628

 
(165
)
 
2,255

French building underutilization and other
 
1,296

 
945

 

Restructuring (credits) charges
 
(224
)
 
(1,519
)
 
42,814

Gain related to foundry arrangements
 
(58
)
 

 

Recovery of receivables from foundry suppliers
 

 
(78
)
 
(439
)
Gain on sale of assets
 

 

 
(4,430
)
Settlement charges
 

 

 
21,600

Tax adjustments
 
1,651

 
22,257

 
(15,335
)
Non-GAAP net income
 
$
29,132

 
$
43,643

 
$
13,560

 
 
 
 
 
 
 
GAAP net income (loss) per share - diluted
 
$
0.01

 
$
0.02

 
$
(0.11
)
Share-based compensation expense
 
0.04

 
0.02

 
0.03

Loss from manufacturing facility damage and shutdown
 
0.02

 
0.01

 

Acquisition-related charges (credits)
 

 

 
0.01

French building underutilization and other
 

 

 

Restructuring (credits) charges
 

 

 
0.10

Gain related to foundry arrangements
 

 

 

Recovery of receivables from foundry suppliers
 

 

 

Gain on sale of assets
 

 

 
(0.01
)
Settlement charges
 

 

 
0.05

Tax adjustments
 

 
0.05

 
(0.04
)
Non-GAAP net income per share - diluted
 
$
0.07

 
$
0.10

 
$
0.03

 
 
 
 
 
 
 
GAAP diluted shares
 
427,276

 
428,008

 
428,999

Adjusted dilutive stock awards - non-GAAP
 
8,501

 
9,503

 
13,768

Non-GAAP diluted shares
 
435,777

 
437,511

 
442,767




Notes to Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with GAAP, Atmel uses non-GAAP financial measures, including non-GAAP net income and non-GAAP net income per diluted share, which are adjusted from the most directly comparable GAAP financial measures to exclude certain items, as shown above and described below. Management believes that these non-GAAP financial measures reflect an additional and useful way of viewing aspects of Atmel's operations that, when viewed in conjunction with Atmel's GAAP results, provide a more comprehensive understanding of the various factors and trends affecting Atmel's business and operations.

Atmel uses each of these non-GAAP financial measures for internal purposes and believes that these non-GAAP measures provide meaningful supplemental information regarding operational and financial performance. Management uses these non-GAAP measures for strategic and business decision making, internal budgeting, forecasting and resource allocation processes. Atmel may, in the future, determine to present non-GAAP financial measures other than those presented in this release, which it believes may be useful to investors. Any such determinations will be made with the intention of providing the most useful information to investors and will reflect information used by the company's management in assessing its business, which may change from time to time.

Atmel believes that providing these non-GAAP financial measures, in addition to the GAAP financial results, is useful to investors because the non-GAAP financial measures allow investors to see Atmel's results “through the eyes” of management as these non-GAAP financial measures reflect Atmel's internal measurement processes. Management believes that these non-GAAP financial measures enable investors to better assess changes in each key element of Atmel's operating results across different reporting periods on a consistent basis. Thus, management believes that each of these non-GAAP financial measures provides investors with another method for assessing Atmel's operating results in a manner that is focused on the performance of its ongoing operations. In addition, these non-GAAP financial measures may facilitate comparisons to Atmel's historical operating results and to competitors' operating results.
 
There are limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. In addition, non-GAAP financial measures may be limited in value because they exclude certain items that may have a material impact upon Atmel's reported financial results. Management compensates for these limitations by providing investors with reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for or superior to the most directly comparable GAAP financial measures. The non-GAAP financial measures supplement, and should be viewed in conjunction with, GAAP financial measures. Investors should review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided above.

As presented in the “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” tables above, each of the non-GAAP financial measures excludes one or more of the following items:

Loss from manufacturing facility damage and shutdown.

Atmel experienced an unplanned shutdown of its semiconductor manufacturing operations in Colorado Springs, Colorado in the fourth quarter of 2013 due to damage to the facility’s nitrogen plant. All repairs have been completed and the facility has resumed normal operations. Atmel believes that the loss from the manufacturing facility damage and shutdown is an individually discrete event that is not generally reflective of ongoing operating performance and should be excluded from period-over-period comparisons.

Gain related to foundry arrangements.

Gain related to foundry arrangements relates to the reduction of estimated loss previously recorded with respect to European foundry “take or pay” arrangements for wafers to be delivered during the remaining term of the arrangement. Atmel believes that it is appropriate to exclude gain related to foundry arrangements from Atmel's non-GAAP financial measures, as it enhances the ability of investors to compare Atmel's period-over-period operating results from continuing operations.

French building underutilization and other.

French building underutilization and other relates to charges incurred as a result of the insolvency of our tenant in France and prior year real estate taxes relating to an audit assessment of the same facilities in France. Atmel believes that it is appropriate to exclude these charges as they are individually discrete events and generally not reflective of the ongoing operating performance and should be excluded from period-over-period comparisons.

Recovery of receivables from foundry suppliers.

Recovery of receivables from foundry suppliers relates to the company's assessment of the probability of collecting on receivables from European foundry suppliers for certain services provided by Atmel to those foundries. Atmel believes that it is appropriate to exclude recovery of receivables from foundry suppliers from Atmel's non-GAAP financial measures as it enhances the ability of investors to compare Atmel's period-over-period operating results from continuing operations.  



 
Share-based compensation expense.

Share-based compensation expense relates primarily to equity awards such as stock options and restricted stock units. This includes share-based compensation expense related to performance-based restricted stock units for which Atmel recognizes share-based compensation expense to the extent management believes it is probable that Atmel will achieve the performance criteria which occurs before these awards actually vest. If the performance goals are unlikely to be met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Share-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Atmel's control. As a result, management excludes this item from Atmel's internal operating forecasts and models. Management believes that non-GAAP measures adjusted for share-based compensation provide investors with a basis to measure Atmel's core performance against the performance of other companies without the variability created by share-based compensation as a result of the variety of equity awards used by other companies and the varying methodologies and assumptions used.

Acquisition-related charges (credits).

Acquisition-related charges (credits) include: (1) amortization of purchased intangibles, which include acquired intangibles such as customer relationships, backlog, core developed technology, trade names and non-compete agreements, (2) contingent compensation expense, which includes compensation resulting from the employment retention of certain key employees established in accordance with the terms of the acquisitions, and (3) adjustments to previously recognized earn-out liability on contingent compensation expense related to acquisitions. In most cases, these acquisition-related charges (credits) are not factored into management's evaluation of potential acquisitions or Atmel's performance after completion of acquisitions, because they are not related to Atmel's core operating performance. In addition, the frequency and amount of such charges (credits) can vary significantly based on the size and timing of acquisitions and the maturities of the businesses being acquired. Excluding acquisition-related charges (credits) from non-GAAP measures provides investors with a basis to compare Atmel against the performance of other companies without the variability caused by purchase accounting.

Restructuring (credits) charges.

Restructuring (credits) charges primarily relate to expenses necessary to make infrastructure-related changes to Atmel's operating costs. Restructuring (credits) charges are excluded from non-GAAP financial measures because they are not considered core operating activities. Although Atmel has engaged in various restructuring activities in recent years, each has been a discrete event based on a unique set of business objectives. Atmel believes that it is appropriate to exclude restructuring charges (credits) from Atmel's non-GAAP financial measures as it enhances the ability of investors to compare Atmel's period-over-period operating results from continuing operations.

Gain on sale of assets.

Atmel recognizes gains resulting from the sale of certain non-strategic assets that no longer align with Atmel's long-term operating plan. Atmel excludes these items from its non-GAAP financial measures primarily because these gains are individually discrete events and generally not reflective of the ongoing operating performance of Atmel's business and can distort period-over-period comparisons.

Settlement charges.

Settlement charges related to legal settlements undertaken in connection with actual or anticipated litigation, or activities undertaken in preparation for, or anticipation of, possible litigation related to intellectual property, customer claims or other matters affecting the business that are generally not reflective of ongoing company performance or ordinary course of litigation expenses.

Non-GAAP tax adjustments.

In conjunction with the implementation of Atmel's global structure changes which took effect January 1, 2011, the company changed its methodology for reporting non-GAAP taxes. Beginning in the first quarter of 2011, Atmel's non-GAAP tax amounts approximate operating cash tax expense, similar to the liability reported on Atmel's tax returns for the current period/year. This approach is designed to enhance the ability of investors to understand the company's tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP adjustments which may not reflect actual cash tax expense.
  
Atmel forecasts its annual cash tax liability and allocates the tax to each quarter in proportion to earnings for that period.







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