SAN JOSE, Calif., Aug. 6, 2014 /PRNewswire/ -- Atmel(®) Corporation (Nasdaq: ATML), a leader in microcontroller and touch solutions, today announced financial results for its second quarter ended June 30, 2014.



                                                               GAAP                                          Non-GAAP
                                                               ----                                          --------

                                     Q2 2014     Q1 2014      Q2 2013         Q2 2014   Q1 2014 Q2 2013
                                     -------     -------      -------         -------   ------- -------

    Net revenue                                    $355.5                        $337.4                      $347.8                 $355.5       $337.4       $347.8
                                                   ------                        ------                      ------                 ------       ------       ------

    Gross
     margin                              45.4%                    41.5%          42.5%                      45.3%     44.0%       42.6%



    Operating
     margin                               7.4%                     1.4%           5.6%                      11.5%      8.9%        7.9%



    Net income
     (loss)                                         $19.2                          $2.2                       $13.0                  $38.3        $29.1        $25.3
                                                    -----                          ----                       -----                  -----        -----        -----

    Diluted EPS                                     $0.05               $0.01                         $0.03                 $0.09          $0.07        $0.06
                                                    -----               -----                         -----                 -----          -----        -----


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

Revenue for the second quarter of 2014 was $355.5 million, a 5% increase compared to $337.4 million for the first quarter of 2014, and 2% higher compared to $347.8 million for the second quarter of 2013.

GAAP net income totaled $19.2 million or $0.05 per diluted share for the second quarter of 2014. This compares to $2.2 million or $0.01 per diluted share for the first quarter of 2014, and $13.0 million or $0.03 per diluted share for the second quarter of 2013.

GAAP gross margin was 45.4% in the second quarter of 2014. This compares to 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, and 42.5% in the second quarter of 2013.

Non-GAAP net income for the second quarter of 2014 totaled $38.3 million or $0.09 per diluted share, compared to non-GAAP net income of $29.1 million or $0.07 per diluted share in the first quarter of 2014, and $25.3 million or $0.06 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 45.3% in the second quarter of 2014 compared to 44.0% in the immediately preceding quarter and 42.6% in the second quarter of 2013. Refer to the non-GAAP reconciliation table included in this release for more details.

"Our financial performance demonstrated significant improvement, both sequentially and year-over-year, driven primarily by our microcontroller business. The recent acquisition of Newport Media strengthens our leadership position in the Internet of Things marketplace," said Steve Laub, Atmel's President and Chief Executive Officer. "We are executing on our operational initiatives and are on track to deliver substantially enhanced operating performance throughout the remainder of the year."

Cash provided by operations totaled approximately $52.5 million for the second quarter of 2014, compared to $46.2 million for the first quarter of 2014 and $8.6 million for the second quarter of 2013. Combined cash balances (cash and cash equivalents plus short-term investments) totaled $264.0 million at the end of the second quarter of 2014, an increase of $8.5 million from the immediately preceding quarter resulting from improved operating performance and cash increased even after the repurchase of $28.5 million in common stock during the second quarter.

Company Highlights


    --  Acquired Newport Media, strengthening Atmel's leadership position within
        the Internet of Things
    --  Launched Atmel® | SMART(TM), a new brand of ARM-based microcontrollers
        for IoT applications
    --  Released Atmel SmartConnect SAM R21 combining our low power
        microcontroller with 802.15.4 connectivity
    --  Sampling Atmel SmartConnect SAM W23 combining our low power
        microcontroller with Wi-Fi connectivity
    --  Unveiled the Arduino Zero board featuring Atmel's 32-bit SAM D20,
        powering the next generation of IoT development for the maker community
    --  Atmel joins industry leaders to establish Open Interconnect Consortium
        for IoT; participating companies include Broadcom, Dell, Intel, Samsung
        and Wind River
    --  Collaboration with Ocular LCD for ultra-thin high performance displays
        for industrial touch panels
    --  Atmel XSense(®) Wins EDN China Innovation Award for Top Ten Most
        Influential Technologies for the Future

Stock Repurchase
During the second quarter of 2014, Atmel repurchased 3.6 million shares of its common stock in the open market at an average price of $8.00 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 second 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 62444267 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 August 6, 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 62444267.

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. Atmel®, Atmel logo and combinations thereof, Enabling Unlimited Possibilities®, and others are registered trademarks or trademarks of Atmel Corporation in the U.S. and other countries. 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                            Six Months Ended
                                         ------------------                            ----------------

                                          June 30,              March 31,                                                June 30,           June 30,            June 30,

                                                           2014                    2014                                                2013                2014                 2013
                                                           ----                    ----                                                ----                ----                 ----


    Net revenue                                        $355,534                $337,361                                            $347,816            $692,895             $676,959


    Operating expenses

    Cost of revenue                                     194,296                 197,371                                             199,891             391,667              397,729

    Research and
     development                                         70,082                  69,752                                              67,362             139,834              135,670

    Selling, general
     and administrative                                  64,783                  64,079                                              58,912             128,862              122,489

    Acquisition-
     related charges                                      1,497                   1,628                                               1,759               3,125                4,014

    Restructuring
     (credits) charges                                  (1,583)                  (224)                                                582             (1,807)              43,396

    Recovery of
     receivables from
     foundry suppliers                                        -                      -                                               (83)                  -               (522)

    Gain on sale of
     assets                                                   -                      -                                                  -                  -             (4,430)

    Settlement charges                                        -                      -                                                  -                  -              21,600

    Total operating
     expenses                                           329,075                 332,606                                             328,423             661,681              719,946
                                                        -------                 -------                                             -------             -------              -------

    Income (loss) from
     operations                                          26,459                   4,755                                              19,393              31,214             (42,987)


    Interest and other
     (expense) income,
     net                                                (1,202)                     77                                               (738)            (1,125)               (386)

    Income (loss)
     before income
     taxes                                               25,257                   4,832                                              18,655              30,089             (43,373)

    (Provision for)
     benefit from
     income taxes                                       (6,021)                (2,666)                                            (5,679)            (8,687)               8,682
                                                         ------                  ------                                              ------              ------                -----

    Net income (loss)                                   $19,236                  $2,166                                             $12,976             $21,402            $(34,691)
                                                        =======                  ======                                             =======             =======             ========


    Basic net income (loss) per share:

    Net income (loss)
     per share                                            $0.05                   $0.01                                               $0.03               $0.05              $(0.08)
                                                          =====                   =====                                               =====               =====               ======

    Weighted-average
     shares used in
     basic net income
     (loss) per share
     calculations                                       421,090                 425,390                                             428,239             423,233              428,617
                                                        =======                 =======                                             =======             =======              =======

    Diluted net income (loss) per share:

    Net income (loss)
     per share                                            $0.05                   $0.01                                               $0.03               $0.05              $(0.08)
                                                          =====                   =====                                               =====               =====               ======

    Weighted-average
     shares used in
     diluted net income
     (loss) per share
     calculations                                       422,834                 427,276                                             430,536             424,876              428,617
                                                        =======                 =======                                             =======             =======              =======


                                  ATMEL CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                    (in thousands)

                                     (Unaudited)



                                  June 30,                    December 31,

                                                    2014                         2013
                                                    ----                         ----


    Current assets

    Cash and
     cash
     equivalents                                $263,971                     $276,881

    Short-
     term
     investments                                       -                       2,181

    Accounts
     receivable,
     net                                         198,984                      206,757

    Inventories                                  245,048                      274,967

    Prepaids
     and other
     current
     assets                                       97,582                       92,234

    Total
     current
     assets                                      805,585                      853,020

    Fixed
     assets,
     net                                         189,731                      184,983

    Goodwill                                     109,980                      108,240

    Intangible
     assets,
     net                                          25,069                       28,116

    Other
     assets                                      161,629                      178,167

    Total
     assets                                   $1,291,994                   $1,352,526
                                              ==========                   ==========


    Current liabilities

    Trade
     accounts
     payable                                     $99,371                      $95,872

    Accrued
     and other
     liabilities                                 128,334                      155,406

    Deferred
     income on
     shipments
     to
     distributors                                 46,622                       42,594

    Total
     current
     liabilities                                 274,327                      293,872

    Other
     long-
     term
     liabilities                                 113,202                      120,727
                                                 -------                      -------

    Total
     liabilities                                 387,529                      414,599


     Stockholders'
     equity                                      904,465                      937,927

    Total
     liabilities
     and
     stockholders'
     equity                                   $1,291,994                   $1,352,526
                                              ==========                   ==========


                                                                              ATMEL CORPORATION

                                                   RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

                                                                    (in thousands, except per share data)

                                                                                 (Unaudited)




                             Three Months Ended                                  Six Months Ended
                             ------------------                                  ----------------

                             June 30,                    March 31,                                                  June 30,            June 30,             June 30,

                                              2014                           2014                                                  2013                 2014                  2013
                                              ----                           ----                                                  ----                 ----                  ----


    GAAP gross margin                     $161,238                       $139,990                                              $147,925             $301,228              $279,230

    Loss from manufacturing
     facility damage and
     shutdown                                    -                         7,056                                                     -               7,056                     -

    Gain related to foundry
     arrangements                          (2,071)                          (58)                                              (1,514)             (2,129)              (1,514)

    Share-based
     compensation expense                    1,971                          1,316                                                 1,609                3,287                 3,453

    Non-GAAP gross margin                 $161,138                       $148,304                                              $148,020             $309,442              $281,169
                                          ========                       ========                                              ========             ========              ========


    GAAP research and
     development expense                   $70,082                        $69,752                                               $67,362             $139,834              $135,670

    Share-based
     compensation expense                  (4,383)                       (4,729)                                              (3,016)             (9,112)              (7,624)

    French building
     underutilization and
     other                                   (651)                         (961)                                                    -             (1,612)                    -

    Non-GAAP research and
     development expense                   $65,048                        $64,062                                               $64,346             $129,110              $128,046
                                           =======                        =======                                               =======             ========              ========


    GAAP selling, general
     and administrative
     expense                               $64,783                        $64,079                                               $58,912             $128,862              $122,489

    Share-based
     compensation expense                  (8,924)                       (9,572)                                              (2,855)            (18,496)             (11,165)

    French building
     underutilization and
     other                                   (515)                         (335)                                                    -               (850)                    -

    Non-GAAP selling,
     general and
     administrative expense                $55,344                        $54,172                                               $56,057             $109,516              $111,324
                                           =======                        =======                                               =======             ========              ========


    GAAP income (loss) from
     operations                            $26,459                         $4,755                                               $19,393              $31,214             $(42,987)

    Share-based
     compensation expense                   15,278                         15,617                                                 7,480               30,895                22,242

    Loss from manufacturing
     facility damage and
     shutdown                                    -                         7,056                                                     -               7,056                     -

    Acquisition-related
     charges                                 1,497                          1,628                                                 1,759                3,125                 4,014

    French building
     underutilization and
     other                                   1,166                          1,296                                                     -               2,462                     -

    Restructuring (credits)
     charges                               (1,583)                         (224)                                                  582              (1,807)               43,396

    Gain related to foundry
     arrangements                          (2,071)                          (58)                                              (1,514)             (2,129)              (1,514)

    Recovery of receivables
     from foundry suppliers                      -                             -                                                 (83)                   -                (522)

    Gain on sale of assets                       -                             -                                                    -                   -              (4,430)

    Settlement charges                           -                             -                                                    -                   -               21,600

    Non-GAAP income from
     operations                            $40,746                        $30,070                                               $27,617              $70,816               $41,799
                                           =======                        =======                                               =======              =======               =======


    GAAP (provision for)
     benefit from income
     taxes                                $(6,021)                      $(2,666)                                             $(5,679)            $(8,687)               $8,682

    Adjustments for cash tax
     and other tax
     settlements                           (4,788)                       (1,651)                                              (4,057)             (6,439)               11,278

    Non-GAAP provision for
     income taxes                         $(1,233)                      $(1,015)                                             $(1,622)            $(2,248)             $(2,596)
                                           =======                        =======                                               =======              =======               =======


    GAAP net income (loss)                 $19,236                         $2,166                                               $12,976              $21,402             $(34,691)

    Share-based
     compensation expense                   15,278                         15,617                                                 7,480               30,895                22,242

    Loss from manufacturing
     facility damage and
     shutdown                                    -                         7,056                                                     -               7,056                     -

    Acquisition-related
     charges                                 1,497                          1,628                                                 1,759                3,125                 4,014

    French building
     underutilization and
     other                                   1,166                          1,296                                                     -               2,462                     -

    Restructuring (credits)
     charges                               (1,583)                         (224)                                                  582              (1,807)               43,396

    Gain related to foundry
     arrangements                          (2,071)                          (58)                                              (1,514)             (2,129)              (1,514)

    Recovery of receivables
     from foundry suppliers                      -                             -                                                 (83)                   -                (522)

    Gain on sale of assets                       -                             -                                                    -                   -              (4,430)

    Settlement charges                           -                             -                                                    -                   -               21,600

    Tax adjustments                          4,788                          1,651                                                 4,057                6,439              (11,278)

    Non-GAAP net income                    $38,311                        $29,132                                               $25,257              $67,443               $38,817
                                           =======                        =======                                               =======              =======               =======


    GAAP net income (loss)
     per share -diluted                      $0.05                          $0.01                                                 $0.03                $0.05               $(0.08)

    Share-based
     compensation expense                     0.03                           0.04                                                  0.02                 0.07                  0.05

    Loss from manufacturing
     facility damage and
     shutdown                                    -                          0.02                                                     -                0.02                     -

    Acquisition-related
     charges                                     -                             -                                                    -                0.01                  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                           0.01                              -                                                 0.01                 0.01                (0.03)

    Non-GAAP net income per
     share  - diluted                        $0.09                          $0.07                                                 $0.06                $0.16                 $0.09
                                             =====                          =====                                                 =====                =====                 =====


    GAAP diluted shares                    422,834                        427,276                                               430,536              424,876               428,617

    Adjusted dilutive stock
     awards - non-GAAP                       7,212                          8,501                                                 9,131                7,288                11,355

    Non-GAAP diluted shares                430,046                        435,777                                               439,667              432,164               439,972
                                           =======                        =======                                               =======              =======               =======

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 were completed in the first quarter of 2014 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 that were delivered during the 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 in the first quarter of 2014, 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 related 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.

Acquisition-related charges 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, (3) adjustments to previously recognized earn-out liability on contingent compensation expense related to acquisitions, and (4) direct costs related to acquisitions such as banker, legal and accounting fees. 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 (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.


    --  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.


    --  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.

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SOURCE Atmel Corporation