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8-K - FORM 8-K - ATMEL CORP | f54856e8vk.htm |
EX-3.2 - EX-3.2 - ATMEL CORP | f54856exv3w2.htm |
EX-3.1 - EX-3.1 - ATMEL CORP | f54856exv3w1.htm |
Exhibit 99.1
N E W S R E L E A S E
Atmel Reports Fourth Quarter and Full Year 2009
Financial Results
Financial Results
Microcontroller Revenues Grew 16% Sequentially
Gross Profit Margins Increase 590 Basis Points from the Prior Quarter
Gross Profit Margins Increase 590 Basis Points from the Prior Quarter
SAN JOSE, CA, February 8, 2010 . . . Atmel® Corporation (Nasdaq: ATML), a leader in
microcontroller and touch solutions, today announced financial results for the fourth quarter and
full year ended December 31, 2009.
Revenues for the fourth quarter of 2009 were $343.6 million, an 8% increase compared to $317.7
million for the third quarter of 2009, and a 3% increase compared to $334.6 million for the fourth
quarter ended December 31, 2008. For the full year 2009, revenues were $1.22 billion, compared to
$1.57 billion for 2008, a 22% decrease.
Net loss, on a GAAP basis, totaled $76.9 million or a loss of $0.17 per diluted share for the
fourth quarter of 2009 and included an asset impairment charge of $79.8 million. This compares to a
net loss of $17.5 million or a loss of $0.04 per diluted share for the third quarter of 2009 and a
net loss of $24.4 million or a loss of $0.05 per diluted share for the year-ago quarter. For the
full year, net loss was $103.2 million or a loss of $0.23 per diluted share, compared to a net loss
of $27.2 million or a loss of $0.06 per diluted share for 2008.
Non-GAAP net income for the fourth quarter of 2009 totaled $17.6 million or $0.04 per diluted share
compared to non-GAAP net loss of $4.0 million or $0.01 per diluted share for the third quarter of
2009, and non-GAAP net income of $4.8 million or $0.01 per diluted share for the year-ago quarter.
For the full year, non-GAAP net income was $33.1 million or $0.07 per diluted share, compared to
$78.0 million or $0.17 per diluted share for 2008.
Gross profit, as a percent of revenue, was 37.0% for the fourth quarter of 2009. This compares to
gross profit of 31.1% for the third quarter of 2009 and 39.7% for the year-ago quarter. The
sequential gross profit improvement was the result of increased factory utilization levels and an
improved mix of higher margin microcontroller products during the quarter. For the full year, gross
profit was 33.9%, compared to 37.7% for 2008.
Atmel Corporation 2325 Orchard Parkway San Jose CA 95131
Phone (408) 441-0311 Fax (408) 487-2600
We are pleased to have delivered revenue growth and gross profit expansion that exceeded the
upper end of our guidance range this quarter, as demand strengthened and factory utilizations
improved, said Steve Laub, Atmels President and Chief Executive Officer. Microcontroller sales
of 8- and 32-bit products, as well as our capacitive touch solutions, grew strongly as we continued
to outperform the market. Based on our solid design win momentum and booking activity we are
excited about the outlook for 2010, particularly for our microcontroller and touch products.
Loss from operations for the fourth quarter of 2009 was $71.8 million, which included an asset
impairment charge of $79.8 million. This compares to a loss from operations of $14.7 million for
the third quarter of 2009 and $18.2 million for the year-ago quarter. For the full year, loss from
operations was $124.6 million, compared to $13.9 million for 2008.
Stock-based compensation expense was $10.7 million for the fourth quarter of 2009, compared to $7.6
million for the third quarter of 2009 and $9.1 million for the year-ago quarter. For the full year,
stock-based compensation totaled $30.1 million, compared to $29.1 million for 2008.
Income tax provision totaled $4.2 million for the fourth quarter of 2009. This compares to an
income tax provision of $0.4 million for the third quarter of 2009 and a provision of $3.5 million
for the fourth quarter of 2008. For the full year, income tax benefit was $32.9 million, primarily
due to certain foreign R&D credits that the Company realized in the first and second quarters of
2009. This compares to an income tax provision of $7.0 million for 2008.
In the fourth quarter of 2009, the Company recorded an out-of-period expense of $4.8 million for
tax reserves related to withholding tax on deemed dividends associated with certain foreign
intercompany loans.
Cash provided from operations totaled approximately $55.2 million for the fourth quarter of 2009,
compared to $59.4 million for the third quarter of 2009 and $33.7 million for the fourth quarter of
2008. Combined cash balances (cash and cash equivalents plus short-term investments) totaled
$476.1 million at the end of the fourth quarter of 2009, an increase of $30.0 million from the end
of the prior quarter. During 2009, the Company repaid $45.0 million of its revolving credit
facility.
The Companys effective average exchange rate in the fourth quarter of 2009 was approximately $1.48
to the euro, compared to $1.41 to the euro in the third quarter of 2009 and $1.35 to the euro in
the year-ago period. A $0.01 increase in the dollar/euro exchange rate decreases operating income
by approximately $0.2 million each quarter.
Fourth Quarter 2009 Operational Highlights
| Revenues increased 8% sequentially, exceeding guidance of 3% to 7% | ||
| Microcontroller revenues grew 16% sequentially |
| Gross margins increased from 31% to 37% sequentially | ||
| Announced exclusive negotiations for the proposed sale of Atmels Rousset wafer fab to LFoundry GmbH | ||
| Completed comprehensive review of strategic alternatives for the ASIC business and concluded that the Company will continue to explore the potential sale of the Smart Card (SMS) business and discontinue potential sale discussions for its Customer Specific Products (CSP) and Aerospace businesses |
Recent Product Highlights
| Recognized in EDNs Hot Products of 2009 for the maXTouch Touchscreen Controller | ||
| Named CES Innovations 2010 Design and Engineering Honoree for Capacitive Touchscreen Controller | ||
| Selected in EE Times Top 10 Best Products of 2009 for the SAM3U Flash MCU | ||
| Delivered Complete, Easy-to-Use Capacitive Touch Development Suite for AVR Microcontrollers | ||
| Received ZigBee RF4CE Platform Certification Using ATmega128RFA1 | ||
| Introduced Low-Power, Single-Chip Wireless Microcontroller Family for Growing IEEE 802.15.4 Market |
Non-GAAP Metrics
Non-GAAP net (loss) income excludes charges related to restructuring activities, acquisitions,
grant repayments, asset impairment charges, pension benefit related to fab sale, gain on sale of
assets, and stock-based compensation, as well as distributor bad debt recovery, unsolicited M&A
expense and the income tax effect of these excluded 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 fourth quarter 2009 financial
results. The conference call will be webcast live and can also be monitored by dialing
1-800-374-0405 or 1-706-634-5185. The conference ID number is 53447931 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 53447931.
About Atmel
Atmel is a worldwide leader in the design and manufacture of capacitive touch solutions,
microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF)
components. Leveraging one of the industrys broadest intellectual property (IP) technology
portfolios, Atmel is able to provide the electronics industry
with complete system solutions focused on consumer, industrial, security, communications, computing
and automotive markets.
Safe Harbor for Forward-Looking Statements
Information in this release regarding Atmels 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, statements about the potential sale of the
Companys wafer fabrication operation in Rousset, France and other portions of the Companys ASIC
business, and Atmels 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 negotiation, signing and closing of any potential transaction regarding
Atmels ASIC business and related manufacturing assets, including the risk that the parties may not
sign definitive agreements, 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 Atmels ASIC 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 Atmels SEC reports and filings,
including our Form 10-K for the year ended December 31, 2008, filed on March 2, 2009, 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: Robert Pursel |
Media Contact: Barrett Golden / Jaime Wert |
|
Director of Investor Relations
|
Joele Frank, Wilkinson Brimmer Katcher | |
408-487-2677
|
212-355-4449 |
# # #
Atmel Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
December 31, | December 31, | |||||||
2009 | 2008 | |||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 437,509 | $ | 408,926 | ||||
Short-term investments |
38,631 | 31,707 | ||||||
Accounts receivable, net |
194,099 | 184,698 | ||||||
Inventories |
226,296 | 324,016 | ||||||
Current assets held for sale |
16,139 | | ||||||
Prepaids and other current assets |
79,571 | 77,542 | ||||||
Total current assets |
992,245 | 1,026,889 | ||||||
Fixed assets, net |
203,219 | 383,107 | ||||||
Goodwill |
56,408 | 51,010 | ||||||
Intangible assets, net |
29,841 | 34,121 | ||||||
Non-current assets held for sale |
83,260 | | ||||||
Other assets |
24,006 | 35,527 | ||||||
Total assets |
$ | 1,388,979 | $ | 1,530,654 | ||||
Current liabilities |
||||||||
Current portion of long-term debt |
$ | 85,462 | $ | 131,132 | ||||
Trade accounts payable |
105,692 | 116,392 | ||||||
Accrued and other liabilities |
150,689 | 207,017 | ||||||
Current liabilities held for sale |
11,284 | | ||||||
Deferred income on shipments to
distributors |
44,691 | 41,512 | ||||||
Total current liabilities |
397,818 | 496,053 | ||||||
Long-term debt less current portion |
9,464 | 13,909 | ||||||
Long-term liabilities held for sale |
4,014 | | ||||||
Other long-term liabilities |
206,946 | 218,608 | ||||||
Total liabilities |
618,242 | 728,570 | ||||||
Stockholders equity |
770,737 | 802,084 | ||||||
Total liabilities and stockholders equity |
$ | 1,388,979 | $ | 1,530,654 | ||||
Atmel Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
2009 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||
Net revenues |
$ | 343,580 | $ | 317,730 | $ | 334,610 | $ | 1,217,345 | $ | 1,566,763 | ||||||||||
Operating expenses |
||||||||||||||||||||
Cost of revenues |
216,541 | 218,991 | 201,659 | 804,338 | 976,223 | |||||||||||||||
Research and development |
55,842 | 51,460 | 61,859 | 212,045 | 260,310 | |||||||||||||||
Selling, general and administrative |
58,560 | 56,974 | 77,163 | 221,334 | 273,196 | |||||||||||||||
Acquisition-related charges |
3,604 | 3,604 | 6,504 | 16,349 | 23,614 | |||||||||||||||
Charges for grant repayments |
276 | 264 | 254 | 1,554 | 718 | |||||||||||||||
Restructuring charges |
679 | 1,180 | 8,115 | 6,681 | 71,324 | |||||||||||||||
Asset impairment charges |
79,841 | | | 79,841 | 7,969 | |||||||||||||||
Gain on sale of assets |
| | (2,706 | ) | (164 | ) | (32,654 | ) | ||||||||||||
Total operating expenses |
415,343 | 332,473 | 352,848 | 1,341,978 | 1,580,700 | |||||||||||||||
Loss from operations |
(71,763 | ) | (14,743 | ) | (18,238 | ) | (124,633 | ) | (13,937 | ) | ||||||||||
Interest and other expense, net |
(1,010 | ) | (2,312 | ) | (2,590 | ) | (11,406 | ) | (6,306 | ) | ||||||||||
Loss before income taxes |
(72,773 | ) | (17,055 | ) | (20,828 | ) | (136,039 | ) | (20,243 | ) | ||||||||||
(Provision for) benefit from income taxes |
(4,164 | ) | (395 | ) | (3,524 | ) | 32,871 | (6,966 | ) | |||||||||||
Net loss |
$ | (76,937 | ) | $ | (17,450 | ) | $ | (24,352 | ) | $ | (103,168 | ) | $ | (27,209 | ) | |||||
Basic net loss per share: |
||||||||||||||||||||
Net loss |
$ | (0.17 | ) | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.23 | ) | $ | (0.06 | ) | |||||
Weighted-average shares used in basic
loss per share calculations |
454,040 | 452,322 | 448,524 | 451,755 | 446,504 | |||||||||||||||
Diluted net loss per share: |
||||||||||||||||||||
Net loss |
$ | (0.17 | ) | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.23 | ) | $ | (0.06 | ) | |||||
Weighted-average shares used in diluted
net loss per share calculations |
454,040 | 452,322 | 448,524 | 451,755 | 446,504 | |||||||||||||||
Atmel Corporation
Reconciliation of GAAP Net Loss to Non-GAAP Net Income (Loss)
(In thousands, except per share data)
(Unaudited)
Reconciliation of GAAP Net Loss to Non-GAAP Net Income (Loss)
(In thousands, except per share data)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
2009 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||
GAAP net loss |
$ | (76,937 | ) | $ | (17,450 | ) | $ | (24,352 | ) | $ | (103,168 | ) | $ | (27,209 | ) | |||||
Special items: |
||||||||||||||||||||
Stock-based compensation expense |
10,680 | 7,584 | 9,050 | 30,058 | 29,136 | |||||||||||||||
Acquisition-related charges |
3,604 | 3,604 | 6,504 | 16,349 | 23,614 | |||||||||||||||
Charges for grant repayments |
276 | 264 | 254 | 1,554 | 718 | |||||||||||||||
Restructuring charges |
679 | 1,180 | 8,115 | 6,681 | 71,324 | |||||||||||||||
Asset impairment charges |
79,841 | | | 79,841 | 7,969 | |||||||||||||||
Pension benefit related to fab sale |
| | (4,267 | ) | | (4,267 | ) | |||||||||||||
Gain on sale of assets |
| | (2,706 | ) | (164 | ) | (32,654 | ) | ||||||||||||
Distributor bad debt recovery |
| | 11,717 | (3,200 | ) | 11,717 | ||||||||||||||
Unsolicited M&A expense |
| 950 | 1,244 | 5,884 | 1,244 | |||||||||||||||
Income tax effect of non-GAAP items |
(500 | ) | (90 | ) | (784 | ) | (691 | ) | (3,595 | ) | ||||||||||
Total special items |
94,580 | 13,492 | 29,127 | 136,312 | 105,206 | |||||||||||||||
Non-GAAP net income (loss) |
$ | 17,643 | $ | (3,958 | ) | $ | 4,775 | $ | 33,144 | $ | 77,997 | |||||||||
Diluted non-GAAP net income (loss) per share: |
||||||||||||||||||||
Net income (loss) |
$ | 0.04 | $ | (0.01 | ) | $ | 0.01 | $ | 0.07 | $ | 0.17 | |||||||||
Non-GAAP weighted-average shares used in
diluted non-GAAP net income (loss) per share
calculations |
476,633 | 452,322 | 466,901 | 469,545 | 460,804 | |||||||||||||||
Reconciliation of GAAP to non-GAAP shares
used in diluted net income (loss) per share calculations:
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
2009 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||
Diluted weighted-average shares used in per
share calculations GAAP |
454,040 | 452,322 | 448,524 | 451,755 | 446,504 | |||||||||||||||
Adjusted dilutive stock awards for non-GAAP |
22,593 | | 18,377 | 17,790 | 14,300 | |||||||||||||||
Diluted weighted-average shares used in per
share calculations non-GAAP |
476,633 | 452,322 | 466,901 | 469,545 | 460,804 | |||||||||||||||
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 Atmels operations
that, when viewed in conjunction with Atmels GAAP results, provide a more comprehensive
understanding of the various factors and trends affecting Atmels 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
Atmels results through the eyes of management as these non-GAAP financial measures reflect
Atmels internal measurement processes. Management believes that these non-GAAP financial measures
enable investors to better assess changes in each key element of Atmels 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 Atmels 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 Atmels 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 Atmels 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 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 Atmels control. As a
result, management excludes this item from Atmels internal operating forecasts and models.
Management believes that non-GAAP measures adjusted for stock-based compensation provide investors
with a basis to measure Atmels 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.
Acquisition-related charges include: (1) in-process research and development, which relates to
projects in process as of the acquisition date that have not reached technological feasibility and
are immediately expensed, (2) amortization of intangibles, which include acquired intangibles such
as customer relationships, backlog, core developed technology, trade name and non-compete
agreement, and (3) 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 managements
evaluation of potential acquisitions or Atmels performance after completion of acquisitions,
because they are not related to Atmels 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 Atmels 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 Atmels non-GAAP financial measures,
as it enhances the ability of investors to compare Atmels period-over-period operating results
from continuing operations.
Asset impairment charges
The Company 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 it is appropriate to
exclude these non-cash charges from Atmels non-GAAP financial measures, as it enhances the ability
of investors to compare Atmels period-over-period operating results from continuing operations.
Pension benefit related to fab sale.
Pension benefit related to the reduction of pension liability and the release of related
accumulated other comprehensive income as a result of Atmels sale of its manufacturing operations
in Heilbronn, Germany. Management believes that it is appropriate to exclude this adjustment
from Atmels non-GAAP financial measures, as it enhances the ability of investors to compare
Atmels period-over-period operating results from continuing operations.
Gain on sale of assets.
Atmel recognizes gains resulting from the sale of certain non-strategic business assets that no
longer align with Atmels 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 Atmels business and can distort the
period-over-period comparison.
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 governments Entity List which prohibits the Company from shipping products to
the distributor. Management believes that it is appropriate to exclude this recovery from Atmels
non-GAAP financial measures, as it enhances the ability of investors to compare Atmels
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 Atmels non-GAAP financial measures, as it enhances the ability of investors to compare
Atmels period-over-period operating results from continuing operations. In the third quarter, the
Company incurred approximately $1.0 million of unsolicited M&A expense related to a class-action
derivative lawsuit settlement.
Income tax effect of non-GAAP items.
Atmel adjusts for the income tax effect resulting from the non-GAAP adjustments as described above.