EX-99.1 2 f56516exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(ATMEL LOGO)
NEWS RELEASE
Atmel Reports Second Quarter 2010 Financial Results
Company Revenues Grow 13% Sequentially
Record Microcontroller Revenues Up 31% Sequentially
SAN JOSE, Calif., August 4, 2010 — Atmel® Corporation (Nasdaq: ATML), a leader in microcontroller and touch solutions, today announced financial results for its second quarter ended June 30, 2010.
Revenues in the second quarter of 2010 were $393.4 million, up 13 percent from $348.5 million in the first quarter of 2010 and up 38 percent from $284.5 million in the second quarter of 2009.
Net loss, on a GAAP basis, was $36.4 million or $(0.08) per diluted share in the second quarter of 2010. Included in net loss for the quarter were charges related to the sale of the company’s manufacturing operations in Rousset, France of $107.6 million. The second quarter net loss compares with a GAAP net income of $16.6 million or $0.04 per diluted share in the first quarter of 2010 and a net loss of $12.4 million or $(0.03) per diluted share in the second quarter of 2009.
Non-GAAP net income in the second quarter of 2010 totaled $50.8 million or $0.11 per diluted share, compared with non-GAAP net income of $25.5 million or $0.05 per diluted share in the first quarter of 2010 and non-GAAP net loss of $(0.6) million or $(0.00) per diluted share in the second quarter of 2009.
Gross margin increased to 41 percent in the second quarter of 2010, the highest level achieved since the fourth quarter of 2000, compared to 38 percent in the first quarter of 2010 and 32 percent in the second quarter of 2009. The sequential gross margin improvement was the result of higher business volumes, increased factory utilization levels, and an improved mix as greater than half of all product shipments during the quarter were higher margin microcontroller products.
Atmel Corporation • 2325 Orchard Parkway • San Jose CA 95131 • Phone (408) 441-0311 • Fax (408) 487-2600

 


 

“Our transformation to a higher growth and higher margin company is reflected in our increased revenues, improved gross margin, and strong cash flow from operations. We continue to build momentum in the microcontroller and touch businesses with increased design wins, particularly for our maXTouch™ solutions,” said Steve Laub, President and Chief Executive Officer of Atmel. “We are also pleased to have achieved two major strategic milestones during the second quarter with the closing of the sale of our wafer manufacturing operations in Rousset, France, and the execution of a definitive agreement for the sale of our Smart Card business.”
Second quarter 2010 loss from operations of $(78.9) million compared with first quarter income from operations of $14.9 million and a loss from operations of $(17.6) million in the second quarter of 2009. The sale of the manufacturing operations in Rousset resulted in a loss on the sale of assets as well as related restructuring and impairment charges totaling $107.6 million
Stock-based compensation expense was $21.7 million in the second quarter of 2010, compared with $10.0 million in the first quarter of 2010 and $6.4 million in the second quarter of 2009.
Income tax benefit totaled $39.7 million in the second quarter of 2010, compared to an income tax provision of $2.6 million in the first quarter of 2010 and an income tax benefit of $9.7 million in the second quarter of 2009. The income tax benefit for the second quarter of 2010 was the result of discrete tax benefits related to the taxable losses from the Rousset fab transaction and related changes to deferred tax liabilities.
Cash provided from operations totaled approximately $49.2 million in the second quarter of 2010, compared with $70.4 million in the first quarter of 2010 and $1.6 million in the second quarter of 2009. Combined cash balances (cash and cash equivalents plus short-term investments) totaled $552.2 million at the end of the second quarter of 2010, an increase of $31.0 million from the end of the prior quarter, and the company had a record net cash balance (cash balances less the current and long-term debt) of $468.6 million at the end of the second quarter of 2010.
The company’s effective average exchange rate in the second quarter of 2010 was approximately $1.31 to the Euro, compared with $1.42 to the Euro in the first quarter of 2010 and $1.33 to the Euro in the year-ago period. During the second quarter 2010 a $0.01 decrease in the Euro/dollar exchange rate increased operating income by $0.2 million.

 


 

Recent Operational and Company Highlights
    Record microcontroller revenues of $197.6 million, up 31% sequentially
 
    Highest gross margin since fourth quarter 2000
 
    Completed sale of manufacturing operations in Rousset, France
 
    Entered into a definitive agreement to sell the company’s Smart Card (SMS) business based in Rousset, France and East Kilbride, UK
 
    Record net cash balance of $468.6 million
 
    Announced $200 million stock repurchase program
Recent Product Highlights
    Announced maXTouch solutions support touchscreens up to 15 inches with general availability in the fourth quarter 2010
 
    maXTouch began shipping with Motorola’s DROID X, Samsung’s Galaxy S smartphone and Samsung’s new ‘Touch Control’ remote
 
    Shipping 32-Bit AVR UCL3 microcontrollers with up to 90 percent lower static power consumption
 
    Announced BitCloud® Profile Suite for development of ZigBee® applications
 
    Won Embedded Computing Design editor’s choice product for the SAM9M10 ARM-based microcontroller
Stock Repurchase
Atmel also announced today, in a separate release, that its Board of Directors has authorized up to $200 million for a common stock repurchase program. The program authorizes the purchase of Atmel common stock in the open market, depending upon market conditions and other factors. The program does not have an expiration date and the number of shares repurchased and the timing of repurchases will be based on the level of the company’s cash balances, general business, market conditions, regulatory requirements and other factors, including alternative investment opportunities.
Non-GAAP Metrics
Non-GAAP net income (loss) excludes charges related to restructuring activities, acquisitions, grant repayments, pension charge related to fab sale, (loss) gain on sale of assets, asset impairment charges and stock-based compensation, as well as distributor bad debt recovery, unsolicited M&A expense, the income tax

 


 

effect of these excluded items and other unusual and 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 2:00 p.m. PT today to discuss the second quarter 2010 financial results. The conference call will be webcast live and can also be monitored by dialing 1-800-374-0405 or 706-758-4519. The conference ID number is 87360106 and participants are encouraged to initiate their calls at least 10 minutes in advance of the 2:00 p.m. PT start time to ensure a timely connection. The webcast can be accessed at http://www.atmel.com/ir/ and will be archived for 12 months.
A replay of the conference call will be available today at approximately 5:00 p.m. PT and will run for 48 hours. The replay access numbers are 1-800-642-1687 within the U.S. and 1-706-645-9291 for all other locations. The access code is 87360106.
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, security, communications, computing and automotive markets.
Safe Harbor for Forward-Looking Statements
Information in this release regarding Atmel’s forecasts, business outlook, expectations and beliefs are forward-looking statements that involve risks and uncertainties. These statements include statements about our future operating and financial performance including outlook for 2010 and expectations regarding market share and product revenue growth, statements about the potential sale of the company’s Smart Card business, the common stock repurchase program 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, and we assume no obligation to update any such forward-looking statements. 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 general economic conditions; risk relating to the closing of the potential sale of Atmel’s Smart Card business , including the risk that required approvals may not be obtained in a timely manner or at all or that other conditions are not satisfied; the inability to realize the anticipated benefits of any potential transaction or series of transactions regarding Atmel’s Smart Card business and related manufacturing assets, if consummated, or of our other recent strategic transactions, restructuring plans and other initiatives in a timely manner or at all; the impact of competitive products and pricing; timely design acceptance by our customers; timely introduction of new products and technologies; ability to ramp new products into volume production; industry wide shifts in supply and demand for semiconductor products; industry and/or company overcapacity; effective and cost efficient utilization of manufacturing capacity; financial stability in foreign markets and the impact of foreign exchange rates; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; the market price of our common stock; compliance with U.S. and international laws and regulations by us and our distributors; 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, 2009, filed on March 1, 2010, and our subsequent Form 10-Q reports. Atmel assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.
     
Investor Contact:
  Media Contact:
Peter Schuman
  Sharon Stern / Averell Withers
Director, Investor Relations
  Joele Frank, Wilkinson Brimmer Katcher
(408) 518-8426
  (212) 355-4449
###

 


 

Atmel Corporation
Condensed Consolidated Balance Sheets

(In thousands)
(Unaudited)
                 
    June 30,     December 31,  
    2010     2009  
Current assets
               
Cash and cash equivalents
  $ 526,888     $ 437,509  
Short-term investments
    25,361       38,631  
Accounts receivable, net
    213,119       194,099  
Inventories
    198,373       226,296  
Current assets held for sale
    8,178       16,139  
Prepaids and other current assets
    81,492       83,434  
 
           
Total current assets
    1,053,411       996,108  
Fixed assets, net
    205,807       203,219  
Goodwill
    52,176       56,408  
Intangible assets, net
    24,816       29,841  
Non-current assets held for sale
    8,824       83,260  
Other assets
    43,575       24,006  
 
           
Total assets
  $ 1,388,609     $ 1,392,842  
 
           
 
               
Current liabilities
               
Current portion of long-term debt
  $ 80,373     $ 85,462  
Trade accounts payable
    136,503       105,692  
Accrued and other liabilities
    216,246       152,572  
Current liabilities held for sale
    2,712       11,284  
Deferred income on shipments to distributors
    42,193       44,691  
 
           
Total current liabilities
    478,027       399,701  
Long-term debt less current portion
    3,315       9,464  
Long-term liabilities held for sale
    635       4,014  
Other long-term liabilities
    266,277       215,256  
 
           
Total liabilities
    748,254       628,435  
 
           
Stockholders’ equity
    640,355       764,407  
 
           
Total liabilities and stockholders’ equity
  $ 1,388,609     $ 1,392,842  
 
           

 


 

Atmel Corporation
Condensed Consolidated Statements of Operations

(In thousands, except per share data)
(Unaudited)
                                         
    Three Months Ended     Six Months Ended  
    June 30,     March 31,     June 30,     June 30,     June 30,  
    2010     2010     2009     2010     2009  
 
                                       
Net revenues
  $ 393,361     $ 348,549     $ 284,542     $ 741,910     $ 556,035  
 
                                       
Operating expenses
                                       
Cost of revenues
    233,715       214,775       192,718       448,490       368,806  
Research and development
    62,343       58,044       52,186       120,387       104,743  
Selling, general and administrative
    67,187       61,481       50,882       128,668       105,800  
Acquisition-related charges (credits)
    1,167       (1,901 )     3,642       (734 )     9,141  
Charges for grant repayments
    246       265       249       511       1,014  
Restructuring charges
    1,614       969       2,470       2,583       4,822  
Asset impairment charges
    11,922                   11,922        
Loss (gain) on sale of assets
    94,052                   94,052       (164 )
 
                             
Total operating expenses
    472,246       333,633       302,147       805,879       594,162  
 
                             
(Loss) income from operations
    (78,885 )     14,916       (17,605 )     (63,969 )     (38,127 )
 
                             
Interest and other income (expense), net
    2,784       4,342       (4,539 )     7,126       (8,084 )
 
                             
(Loss) income before income taxes
    (76,101 )     19,258       (22,144 )     (56,843 )     (46,211 )
Benefit from (provision for) income taxes
    39,658       (2,643 )     9,737       37,015       37,430  
 
                             
Net (loss) income
  $ (36,443 )   $ 16,615     $ (12,407 )   $ (19,828 )   $ (8,781 )
 
                             
 
                                       
Basic net (loss) income per share:
                                       
Net (loss) income
  $ (0.08 )   $ 0.04     $ (0.03 )   $ (0.04 )   $ (0.02 )
 
                             
Weighted-average shares used in basic (loss) income per share calculations
    460,249       456,797       450,891       458,508       450,291  
 
                             
Diluted net (loss) income per share:
                                       
Net (loss) income
  $ (0.08 )   $ 0.04     $ (0.03 )   $ (0.04 )   $ (0.02 )
 
                             
Weighted-average shares used in diluted net (loss) income per share calculations
    460,249       462,384       450,891       458,508       450,291  
 
                             

 


 

Atmel Corporation
Reconciliation of GAAP Net (Loss) Income to Non-GAAP Net Income (Loss)

(In thousands, except per share data)
(Unaudited)
                                         
    Three Months Ended     Six Months Ended  
    June 30,     March 31,     June 30,     June 30,     June 30,  
    2010     2010     2009     2010     2009  
 
                                       
GAAP net (loss) income
  $ (36,443 )   $ 16,615     $ (12,407 )   $ (19,828 )   $ (8,781 )
 
                                       
Special items:
                                       
 
                                       
Stock-based compensation expense
    21,650       9,972       6,412       31,622       11,794  
Acquisition-related charges (credits)
    1,167       (1,901 )     3,642       (734 )     9,141  
Charges for grant repayments
    246       265       249       511       1,014  
Restructuring charges
    1,614       969       2,470       2,583       4,822  
Asset impairment charges
    11,922                   11,922        
Loss (gain) on sale of assets
    94,052                   94,052       (164 )
Pension charge related to fab sale
    907                   907        
Distributor bad debt recovery
                (1,200 )           (3,200 )
Unsolicited M&A expense
                            4,934  
Income tax effect of non-GAAP items
    (64,857 )     (435 )     221       (65,292 )     (101 )
Deferred tax adjustment
    20,550                   20,550        
 
                             
Total special items
    87,251       8,870       11,794       96,121       28,240  
 
                             
Non-GAAP net income (loss)
  $ 50,808     $ 25,485     $ (613 )   $ 76,293     $ 19,459  
 
                             
 
                                       
Diluted non-GAAP net income (loss) per share:
                                       
Non-GAAP net income (loss)
  $ 0.11     $ 0.05     $ (0.00 )   $ 0.16     $ 0.04  
 
                             
Non-GAAP weighted-average shares used in diluted non-GAAP net income (loss) per share calculations
    477,754       474,512       450,891       482,888       467,851  
 
                             
                                         
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
    2010   2010   2009   2010   2009
Reconciliation of GAAP to non-GAAP shares used in diluted net income (loss) per share calculations:
                                       
Diluted weighted-average shares used in per share calculations — GAAP
    460,249       462,384       450,891       458,508       450,291  
Adjusted dilutive stock awards — non-GAAP
    17,505       12,128             24,380       17,560  
 
                                       
Diluted weighted-average shares used in per share calculations — non-GAAP
    477,754       474,512       450,891       482,888       467,851  
 
                                       

 


 

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 (loss) and non-GAAP net income (loss) 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 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 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 in above.
As presented in the “Reconciliation of GAAP Net (Loss) Income to Non-GAAP Net Income (Loss)” tables above, each of the non-GAAP financial measures excludes one or more of the following items:

 


 

  Stock-based compensation expense.
Stock-based compensation expense relates primarily to equity awards such as stock options and restricted stock units. Stock-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 stock-based compensation provide investors with a basis to measure Atmel’s core performance against the performance of other companies without the variability created by stock-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 intangibles, which include acquired intangibles such as customer relationships, backlog, core developed technology, trade name and non-compete agreement and (2) contingent compensation expense, which include compensation resulting from the employment retention of certain key employees established in accordance with the terms of the acquisitions. In most cases, these acquisition-related charges 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 can vary significantly based on the size and timing of acquisitions and the maturities of the businesses being acquired. Excluding acquisition-related charges 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.
  Charges for grant repayments.
Grant repayments primarily relate to contractual obligations to repay incentive amounts received from various government entities recorded in prior periods (including interest) as a result of restructuring activity. Atmel excludes these amounts from non-GAAP financial measures primarily because these costs are not incurred on an on-going basis, consistent with restructuring charges and other non-recurring types of charges included in the condensed consolidated statements of operations.
  Restructuring charges.
Restructuring charges primarily relate to expenses necessary to make infrastructure-related changes to Atmel’s operating costs. Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities and such costs have not historically occurred in each year. Although Atmel has engaged in various restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. Management believes that it is appropriate to exclude restructuring charges 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.

 


 

  Asset impairment charges.
Atmel records an impairment charge, when certain criteria are met, for the difference between the fair value and the carrying value of the assets. Management believes that is it is appropriate to exclude these non-cash charges 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.
  Loss (gain) on sale of assets.
Atmel recognizes losses (gains) resulting from the sale of certain non-strategic business 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 one-time in nature and generally not reflective of the ongoing operating performance of Atmel’s business and can distort the period-over-period comparison.
  Pension charge related to fab sale
Pension charge related to the release of related accumulated other comprehensive loss as a result of Atmel’s sale of its manufacturing operations in Rousset, France and the transfer of employees to the fab buyer. Management believes that it is appropriate to exclude this adjustment 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.
  Distributor bad debt recovery.
Distributor bad debt recovery related to a reserve and subsequent partial collection for receivables from an Asian distributor whose business was extraordinarily impacted following their addition to the US government’s Entity List which prohibits the company from shipping products to the distributor. Management believes that it is appropriate to exclude this recovery 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.
  Unsolicited M&A expense.
The company incurred certain expenses to advise the company concerning the take-over bid from Microchip Technology, Inc. Management believes that it is appropriate to exclude these expenses 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.
  Income tax effect of non-GAAP items.
Atmel adjusts for the income tax effect resulting from the non-GAAP adjustments as described above.

 


 

  Income tax effect of deferred tax valuation allowance provision and reversal.
Atmel adjusts for the income tax effect of deferred tax valuation allowance provision or reversal. Management believes that it is appropriate to exclude deferred tax valuation allowance provision or reversal amounts 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.