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8-K - 8-K - ATMEL CORPa12-4176_28k.htm

Exhibit 99.1

 

®

 

N E W S   R E L E A S E

 

Atmel Reports Fourth Quarter and Full Year 2011 Financial Results

 

Full Year 2011 Revenue of $1,803 Million, Up 10%

Record 2011 Microcontroller Revenue of $1,114 Million, Up 25%

Full Year Gross Margin of 50.4%

 

Full Year 2011 Net Income of $315 Million (Non-GAAP: $438 Million) or $0.68 Per Diluted Share (Non-GAAP: $0.92 Per Diluted Share)

 

SAN JOSE, CA, February 8, 2012 — Atmel® Corporation (Nasdaq: ATML), a leader in microcontroller and touch solutions, today announced financial results for its fourth quarter and full year ended December 31, 2011.

 

 

 

GAAP

 

 

Non-GAAP

 

 

 

Q4 2011

 

Q3 2011

 

Q4 2010

 

 

Q4 2011

 

Q3 2011

 

Q4 2010

 

Net Revenues

 

$

383.6

 

$

479.4

 

$

457.8

 

 

$

383.6

 

$

479.4

 

$

457.8

 

Gross margin

 

48.1

%

50.1

%

49.5

%

 

48.7

%

50.4

%

50.0

%

Operating margin

 

12.8

%

29.2

%

20.5

%

 

17.9

%

25.9

%

24.5

%

Net income

 

$

32.9

 

$

116.7

 

$

223.1

 

 

$

67.5

 

$

124.0

 

$

119.2

 

Diluted EPS

 

$

0.07

 

$

0.25

 

$

0.47

 

 

$

0.14

 

$

0.26

 

$

0.25

 

 

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

 

Revenue for the fourth quarter of 2011 was $383.6 million, a 20% decrease compared to  $479.4 million for the third quarter of 2011, and 16% lower compared to $457.8 million for the fourth quarter of 2010.  GAAP net income totaled $32.9 million or $0.07 per diluted share for the fourth quarter of 2011. This compares to $116.7 million or $0.25 per diluted share for the third quarter of 2011.  Included in net income for the third quarter was a $33.4 million gain from the sale of the company’s corporate headquarters.  The fourth quarter 2011 net income of $32.9 million or $0.07 per diluted share compares to net income of $223.1 million or $0.47 per diluted share for the fourth quarter of 2010, which included $118.1 million, or $0.25 per diluted share, primarily from releasing reserves for deferred tax assets. For the full year of 2011, net

 

Atmel Corporation · 2325 Orchard Parkway · San Jose CA  95131 · Phone (408) 441-0311 · Fax (408) 487-2600

 



 

income was $315.0 million or $0.68 per diluted share, compared to net income of $423.1 million or $0.90 per diluted share for 2010.

 

Non-GAAP net income for the fourth quarter of 2011 totaled $67.5 million or $0.14 per diluted share, compared to non-GAAP net income of $124.0 million or $0.26 per diluted share in the third quarter of 2011, and non-GAAP net income of $119.2 million or $0.25 per diluted share for the year-ago quarter.  For the full year 2011, non-GAAP net income increased 55% to $438.0 million or $0.92 per diluted share, compared to $283.3 million or $0.59 per diluted share for 2010.  Refer to the non-GAAP reconciliation table included in this release for more details.

 

GAAP gross margin was 48.1% in the fourth quarter of 2011, as compared to 50.1% in the third quarter of 2011 and 49.5% in the fourth quarter of 2010. For the full year 2011, GAAP gross margin increased to 50.4%, compared to 44.3% for 2010.  Non-GAAP gross margin was 48.7% in the fourth quarter of 2011, which compares to 50.4% in the immediately preceding quarter and 50.0% in the fourth quarter of 2010.  For the full year 2011, non-GAAP gross margin improved to 50.8% compared to 44.8% for 2010.

 

For the full year 2011, revenue increased 10% to $1.80 billion, compared to $1.64 billion for 2010. Adjusting for the divestiture of the company’s Smart Card business that occurred at the end of the third quarter of 2010, full year 2011 revenue increased 15% from 2010.

 

Despite the macroeconomic headwinds that affected the entire industry in the fourth quarter, I’m pleased with the overall results and progress we made across all of our business segments during 2011,” said Steve Laub, Atmel’s President and Chief Executive Officer. “We remain confident that our long-term strategy, exceptional product portfolio, and the recent launch of our new maXTouch “S” series, will enable us to resume accelerated growth rates.”

 

Fourth quarter 2011 income from operations on a GAAP basis was $49.0 million or 12.8% of revenue, compared with $140.2 million or 29.2% of revenue for the third quarter of 2011 and $93.8 million or 20.5% of revenue for the fourth quarter of 2010. Fourth quarter 2011 income from operations included a $1.1 million restructuring credit and $2.3 million in acquisition related charges, while third quarter 2011 income from operations included a $33.4 million gain from the sale of our corporate headquarters and $1.0 million acquisition related charges, and fourth quarter 2010 income from operations included $1.6 million restructuring charges and $1.2 million of acquisition related charges. The 2011 GAAP full year income from operations was $382.0 million compared to $107.5 million for 2010.

 

Non-GAAP income from operations in the fourth quarter of 2011 was $68.7 million or 17.9% of revenue, compared to third quarter non-GAAP income from operations of $124.2 million or 25.9% of revenue, and fourth quarter 2010 non-GAAP income from operations of $112.2 million or 24.5% of revenue.  For the full year of 2011, non-GAAP income from operations was $440.3 million compared to $287.5 million for 2010.

 

Income tax provision, on a GAAP basis, totaled $14.4 million for the fourth quarter of 2011. This compares to an income tax provision of $23.2 million for the third quarter of 2011 and a tax benefit of $133.1 million for the fourth quarter of 2010.  During 2010, the company favorably settled tax audits and released reserves for deferred tax assets which contributed $247.9 million of the total tax benefit recorded for the year.  Non-GAAP income tax benefit

 



 

during the fourth quarter of 2011 was $0.5 million compared to $0 for the third quarter 2011. For the full year 2011, non-GAAP tax provision was $1.5 million.

 

Cash provided from operations totaled approximately $43.4 million for the fourth quarter of 2011, compared to $61.1 million for the third quarter of 2011 and $84.6 million for the fourth quarter of 2010.   Combined cash balances (cash and cash equivalents plus short-term investments) totaled $332.5 million at the end of the fourth quarter of 2011, after spending $135.2 million during the quarter on stock repurchases.

 

Operational and Company Highlights

 

·                  2011 full year revenue increased 15%, adjusting for the Smart Card divestiture

·                  Calendar 2011 microcontroller revenue increased 25% to $1.1 billion

·                  maXTouch revenue exceeded $375 million for 2011

·                  Record full year 2011 gross margin of 50.4%

·                  2011 operating cash flow of $221 million

·                  Repurchased 28.8 million shares of common stock in the open market at an average price of $10.57 per share during 2011.

 

Product Highlights

 

·                  Atmel launches next generation maXTouch S Series touch controllers extending Atmel’s superior technology lead with ground breaking performance in smartphones, tablets and ultrabooks

·                  Recent maXTouch smartphone introductions include: Samsung’s Focus Flash and Focus S , Nokia’s Lumia 710 and 800 smartphones, LG’s Optimus Sol and Optimus HUB, HTC’s Sensation XL, Motorola’s XT615 and VE538, Pantech’s Vega LTE, Fujitsu’s Arrows ESIS12F and uF07D,  and KT Tech’s Take HD

·                  Product introductions from new Chinese smartphone customers include: ZTE, Xiaomi, OPPO Electronics, BBK Communications, DOOV Mobile, and Gionee Communication

·                  Atmel’s new single-chip maXTouch S Series selected as the touch controller for multiple Window’s 8 reference designs

·                  Partner with Nvidia for Android 4.0 (Ice Cream Sandwich) reference design

·                  New tablets powered by maXTouch include: Samsung’s Slate PC, Asus’ Eee Pad Transformer Prime TF201, Acer’s Iconia Tab A200, and Pantech’s Element

·                  maXTouch powers touch for new Sony PlayStation Vita gaming console

·                  Atmel releases 13 new 32-bit AVR® UC3 devices which offer ultra-low power, integrated capacitive touch, USB connectivity and secure encryption

·                  Atmel received two leading microcontroller product awards from EDN China

 

Stock Repurchase

 

During the fourth quarter of 2011, Atmel repurchased 14.9 million shares of its common stock in the open market at an average price of $9.04 per share.

 

Non-GAAP Metrics

 

Non-GAAP net income excludes charges related to restructuring activities, acquisitions, gain or loss on sale of assets, stock-based compensation, asset impairment charges, pension charges related to the sale of the company’s fabs, 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 2:00 p.m. PT today to discuss the fourth quarter 2011 financial results. The conference call will be webcast live and can also be monitored by dialing 1-800-374-0405 or 1-706-758-4519. The conference ID number is 34707201 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://www.atmel.com/ir/ and will be archived for 12 months.

 

A replay of the February 8, 2012 conference call will be available the same day at approximately 5:00 p.m. PT and will be archived for 48 hours. The replay access numbers are 1-800-585-8367 within the U.S. and 1-404-537-3406 for all other locations. The access code is 34707201.

 

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. © 2012 Atmel Corporation. Atmel®, Atmel logo and combinations thereof, 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

 

Information in this release regarding Atmel’s forecasts, business outlook, expectations and beliefs 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 2012, 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 economic conditions (including solvency issues affecting various European countries); 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; 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 or undercapacity; financial stability in foreign markets and the impact of foreign exchange rates; adverse changes in tax laws; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; the market price or volatility of our common stock; compliance with U.S. and international laws and regulations by us and our distributors; 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, 2010, filed on March 1, 2011, and our subsequent Form 10-Q reports. 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

Director, Investor Relations

(408) 518-8426

 

###

 



 

Atmel Corporation

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,

 

 

 

2011

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

383,609

 

$

479,375

 

$

457,806

 

$

1,803,053

 

$

1,644,060

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

198,952

 

238,984

 

231,161

 

894,820

 

915,876

 

Research and development

 

63,669

 

64,160

 

60,401

 

255,653

 

237,812

 

Selling, general and administrative

 

70,817

 

68,467

 

69,688

 

280,410

 

264,296

 

Acquisition-related charges

 

2,339

 

1,019

 

1,167

 

5,408

 

1,600

 

Restructuring (credits) charges

 

(1,146

)

 

1,590

 

20,064

 

5,253

 

Asset impairment charges

 

 

 

 

 

11,922

 

(Gain) loss on sale of assets

 

 

(33,428

)

 

(35,310

)

99,767

 

Total operating expenses

 

334,631

 

339,202

 

364,007

 

1,421,045

 

1,536,526

 

Income from operations

 

48,978

 

140,173

 

93,799

 

382,008

 

107,534

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other (expense) income, net

 

(1,736

)

(264

)

(3,838

)

(818

)

8,818

 

Income before income taxes

 

47,242

 

139,909

 

89,961

 

381,190

 

116,352

 

(Provision for) benefit from income taxes

 

(14,381

)

(23,203

)

133,130

 

(66,200

)

306,723

 

Net income

 

$

32,861

 

$

116,706

 

$

223,091

 

$

314,990

 

$

423,075

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.07

 

$

0.25

 

$

0.49

 

$

0.69

 

$

0.92

 

Weighted-average shares used in basic net income per share calculations

 

451,582

 

457,721

 

457,311

 

455,629

 

458,482

 

Diluted net income per share:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.07

 

$

0.25

 

$

0.47

 

$

0.68

 

$

0.90

 

Weighted-average shares used in diluted net income per share calculations

 

456,514

 

466,862

 

471,369

 

462,673

 

469,580

 

 



 

Atmel Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

 

December 31,
2011

 

December 31,
2010

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

329,431

 

$

501,455

 

Short-term investments

 

3,079

 

19,574

 

Accounts receivable, net

 

212,929

 

231,876

 

Inventories

 

377,433

 

276,650

 

Prepaids and other current assets

 

116,929

 

123,620

 

Total current assets

 

1,039,801

 

1,153,175

 

Fixed assets, net

 

257,070

 

260,124

 

Goodwill

 

67,662

 

54,676

 

Intangible assets, net

 

20,594

 

17,603

 

Other assets

 

141,471

 

164,464

 

Total assets

 

$

1,526,598

 

$

1,650,042

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade accounts payable

 

76,445

 

160,011

 

Accrued and other liabilities

 

207,118

 

217,985

 

Deferred income on shipments to distributors

 

47,620

 

66,708

 

Total current liabilities

 

331,183

 

444,704

 

Other long-term liabilities

 

112,971

 

152,282

 

Total liabilities

 

444,154

 

596,986

 

 

 

 

 

 

 

Stockholders’ equity

 

1,082,444

 

1,053,056

 

Total liabilities and stockholders’ equity

 

$

1,526,598

 

$

1,650,042

 

 



 

ATMEL CORPORATION

RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per-share data)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

September 30,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2011

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

184,657

 

$

240,391

 

$

226,645

 

$

908,233

 

$

728,184

 

Stock-based compensation expense

 

2,057

 

1,143

 

2,202

 

7,840

 

8,159

 

Non-GAAP gross profit

 

$

186,714

 

$

241,534

 

$

228,847

 

$

916,073

 

$

736,343

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP research and development expense

 

$

63,669

 

$

64,160

 

$

60,401

 

$

255,653

 

$

237,812

 

Stock-based compensation expense

 

(6,591

)

(5,557

)

(5,479

)

(22,916

)

(19,324

)

Non-GAAP research and development expense

 

$

57,078

 

$

58,603

 

$

54,922

 

$

232,737

 

$

218,488

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP selling, general and administrative expense

 

$

70,817

 

$

68,467

 

$

69,688

 

$

280,410

 

$

264,296

 

Stock-based compensation expense

 

(9,873

)

(9,758

)

(7,958

)

(37,369

)

(33,027

)

Non-GAAP selling, general and administrative expense

 

$

60,944

 

$

58,709

 

$

61,730

 

$

243,041

 

$

231,269

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating income

 

$

48,978

 

$

140,173

 

$

93,799

 

$

382,008

 

$

107,534

 

Stock-based compensation expense

 

18,521

 

16,458

 

15,639

 

68,125

 

60,510

 

Acquisition-related charges

 

2,339

 

1,019

 

1,167

 

5,408

 

1,600

 

Restructuring (credits) charges

 

(1,146

)

 

1,590

 

20,064

 

5,253

 

Asset impairment charges

 

 

 

 

 

11,922

 

(Gain) loss on sale of assets

 

 

(33,428

)

 

(35,310

)

99,767

 

Pension charges related to fab sale

 

 

 

 

 

907

 

Non-GAAP operating income

 

$

68,692

 

$

124,222

 

$

112,195

 

$

440,295

 

$

287,493

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP (provision for) benefit from income taxes

 

$

(14,381

)

$

(23,203

)

$

133,130

 

$

(66,200

)

$

306,723

 

Adjustments for cash tax and other tax settlements

 

(14,916

)

(23,203

)

122,283

 

(64,682

)

319,686

 

Non-GAAP (provision for) benefit from income taxes

 

$

535

 

$

 

$

10,847

 

$

(1,518

)

$

(12,963

)

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

32,861

 

$

116,706

 

$

223,091

 

$

314,990

 

$

423,075

 

Stock-based compensation expense

 

18,521

 

16,458

 

15,639

 

68,125

 

60,510

 

Acquisition-related charges

 

2,339

 

1,019

 

1,167

 

5,408

 

1,600

 

Restructuring (credits) charges

 

(1,146

)

 

1,590

 

20,064

 

5,253

 

Asset impairment charges

 

 

 

 

 

11,922

 

(Gain) loss on sale of assets

 

 

(33,428

)

 

(35,310

)

99,767

 

Pension charges related to fab sale

 

 

 

 

 

907

 

Tax adjustments

 

14,916

 

23,203

 

(122,283

)

64,682

 

(319,686

)

Non-GAAP net income

 

$

67,491

 

$

123,958

 

$

119,204

 

$

437,959

 

$

283,348

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income per share - diluted

 

$

0.07

 

$

0.25

 

$

0.47

 

$

0.68

 

$

0.90

 

Stock based compensation expense

 

0.04

 

0.03

 

0.03

 

0.14

 

0.13

 

Acquisition-related charges

 

 

 

 

 

 

Restructuring (credits) charges

 

 

 

 

0.04

 

 

Asset impairment charges

 

 

 

 

 

0.02

 

(Gain) loss on sale of assets

 

 

(0.07

)

 

(0.07

)

0.21

 

Pension charges related to fab sale

 

 

 

 

 

 

Tax adjustments

 

0.03

 

0.05

 

(0.25

)

0.13

 

(0.67

)

Non-GAAP net income per share - diluted

 

$

0.14

 

$

0.26

 

$

0.25

 

$

0.92

 

$

0.59

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted shares

 

456,514

 

466,862

 

471,369

 

462,673

 

469,580

 

Adjusted dilutive stock awards - non-GAAP

 

14,524

 

9,586

 

9,240

 

11,046

 

9,229

 

Non-GAAP diluted shares

 

471,038

 

476,448

 

480,609

 

473,719

 

478,809

 

 



 

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 in above.

 

As presented in the “Reconciliation of GAAP Net Income to Non-GAAP Net Income” 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.  This includes stock-based compensation expense related to performance-based restricted stock units for which Atmel recognizes stock-based compensation expense to the extent management believes it 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.  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.

 

Acquisition-related charges include: (1) amortization of intangibles, which include acquired intangibles such as customer relationships, backlog, core developed technology, trade names and non-compete agreements 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.

 

·                  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. 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 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.

 

·                  (Gain) loss on sale of assets.

 

Atmel recognizes (gains) loss 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 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.

 

·                  Non-GAAP tax adjustment.

 

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 the Atmel’s tax returns, including certain foreign refundable credits.  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.

 

Non-GAAP tax amounts for periods prior to January 1, 2011 have not been adjusted to reflect this new methodology.