SAN JOSE, Calif., July 28, 2015 /PRNewswire/ -- Atmel(®) Corporation (Nasdaq: ATML), a leader in microcontroller and touch solutions, today announced financial results for its second quarter ended June 30, 2015.



                  GAAP

                                              Non-GAAP
                                              --------

                Q2 2015        Q1 2015         Q2 2014         Q2 2015          Q1 2015           Q2 2014
                -------        -------         -------         -------          -------           -------

    Net revenue         $306.4         $318.3           $355.5           $306.3            $316.9             $355.5
                        ------         ------           ------           ------            ------             ------

    Gross
     margin              46.1%         46.3%           45.4%           47.0%            47.6%             45.3%
                          ----           ----             ----             ----              ----               ----

    Operating
     margin               4.8%          6.5%            7.4%           11.6%            13.6%             11.5%
                           ---            ---              ---             ----              ----               ----

    Net income            $6.3          $16.5            $19.2            $33.7             $45.1              $38.3
                          ----          -----            -----            -----             -----              -----

    Diluted EPS          $0.02          $0.04            $0.05            $0.08             $0.11              $0.09
                         -----          -----            -----            -----             -----              -----



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

Revenue for the second quarter of 2015 was $306.4 million, a 4% decrease compared to $318.3 million for the first quarter of 2015, and 14% lower compared to $355.5 million for the second quarter of 2014. Non-GAAP revenue for the second quarter of 2015 was $306.3 million.

GAAP gross margin was 46.1% in the second quarter of 2015 compared with 46.3% in the first quarter of 2015, and 45.4% in the second quarter of 2014.

Non-GAAP gross margin was 47.0% in the second quarter of 2015 compared to 47.6% in the immediately preceding quarter and 45.3% in the second quarter of 2014. Refer to the non-GAAP reconciliation table included in this release for more details.

GAAP net income totaled $6.3 million or $0.02 per diluted share for the second quarter of 2015. This compares to net income of $16.5 million or $0.04 per diluted share for the first quarter of 2015 and net income of $19.2 million or $0.05 per diluted share for the second quarter of 2014.

Non-GAAP net income for the second quarter of 2015 totaled $33.7 million or $0.08 per diluted share, compared to non-GAAP net income of $45.1 million or $0.11 per diluted share in the first quarter of 2015, and $38.3 million or $0.09 per diluted share for the second quarter of 2014. Refer to the non-GAAP reconciliation table included in this release for more details.

"Last quarter we delivered solid operating margins and earnings despite a weaker global semiconductor industry environment and the adverse impact of foreign exchange rates," said Steve Laub, Atmel's President and Chief Executive Officer. "Our attractive product portfolio and resilient operating model position us for meaningful margin expansion and increased cash generation once the industry resumes growth."

Cash provided by operations totaled $25.9 million for the second quarter of 2015, compared to $40.1 million for the first quarter of 2015 and $52.5 million for the second quarter of 2014. Combined cash balances (cash and cash equivalents plus short-term investments) totaled $196.4 million at the end of the second quarter of 2015, a decrease of $4.5 million from the immediately preceding quarter resulting principally from the acquisition of fixed assets of $10.9 million, the payment of $16.7 million for our common stock dividend, the repurchase of $2.9 million in common stock during the second quarter, and $10.1 million debt repayments, offset by our cash generated from operations, $8.9 million proceeds from the sale of the XSense division and $3.8 million proceeds from the sale of investments in a privately-held company.

Company Highlights


    --  Released for production Atmel | SMART ARM® Cortex® M7 based
        microcontrollers, world's highest performing M-based MCU, for IoT,
        industrial and automotive applications
    --  Launched new family of Atmel | SMART ARM® Cortex® M0+ based
        microcontrollers combining 5V functionality with integrated peripheral
        touch controller for the rapidly expanding smart appliance and
        industrial markets
    --  Arduino began volume shipments of Zero board featuring Atmel | SMART
        ARM® Cortex® M0+ based microcontrollers for the IoT development Maker
        community
    --  Arduino began volume shipments of Wi-Fi Shield enabling secure Wi-Fi
        connectivity for all Arduino platforms
    --  Launched IoT cloud ecosystem partner program to accelerate IoT
        development
    --  Showcased wearable turnkey solution at Computex 2015 featuring Atmel's
        ultra-low power embedded processing, wireless, touch, security and
        sensor technologies
    --  Expanded maXTouch® U series touch controllers with six new devices
        enabling next-generation touchscreens from 1.2" to 10.1" for wearables,
        super phones and tablets
    --  ASUS selected maXTouch® and maXStylus® to power world's first on-cell
        touchscreen with capacitive active stylus enabling 'pen-to-paper'
        writing experience

Stock Repurchase
During the second quarter of 2015, Atmel repurchased 345 thousand shares of its common stock in the open market at an average price of $8.37 per share.

Outlook - Q3 2015


    --  Revenue between $283 and $303 million
    --  Non-GAAP gross margin 47.5% plus or minus 100 basis points
    --  Non-GAAP operating expenses $104 million, plus or minus $2 million

Non-GAAP Metrics
Non-GAAP net income excludes share-based compensation expense, acquisition-related charges, restructuring charges (credits), operating results of the exited XSense business for 2015, loss from manufacturing facility damage and shutdown, French building underutilization and other (credits), loss (gain) related to foundry arrangements, gain on sale of assets and investments, non-GAAP tax adjustments, as well as net (loss) income attributable to noncontrolling interest. 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 2015 financial results. The conference call will be webcast live and can also be monitored by dialing 1-706-758-4519. The conference access code is 68295827 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 July 28, 2015 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 68295827.

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 intelligent and connected solutions focused on the industrial, automotive, consumer, communications, and computing markets.

©2015 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 financial outlook for the third quarter of 2015, long-term 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 2015 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, including our third quarter 2015 outlook, 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; consolidation occurring within the semiconductor industry through mergers and acquisitions; 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 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 and significant devaluation of the Euro against the U.S. dollar; 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, 2014, filed on February 26, 2015. 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,

                                                                             2015                                              2015                                        2014                 2015                          2014
                                                                             ----                                              ----                                        ----                 ----                          ----


    Net revenue                                                          $306,353                                          $318,288                                    $355,534             $624,641                      $692,895


    Operating expenses

    Cost of revenue                                                       165,039                                           170,991                                     194,296              336,030                       391,667

    Research and
     development                                                           59,998                                            59,129                                      70,082              119,127                       139,834

    Selling, general
     and administrative                                                    59,922                                            62,073                                      64,783              121,995                       128,862

    Acquisition-
     related charges                                                        3,807                                             4,403                                       1,497                8,210                         3,125

    Restructuring
     charges (credits)                                                      4,882                                             1,147                                     (1,583)               6,029                       (1,807)

    Gain on sale of
     assets                                                               (2,053)                                                -                                          -             (2,053)                            -

    Total operating
     expenses                                                            $291,595                                          $297,743                                    $329,075             $589,338                      $661,681
                                                                         --------                                          --------                                    --------             --------                      --------

    Income from
     operations                                                            14,758                                            20,545                                      26,459               35,303                        31,214

    Interest and other
     income (expense),
     net                                                                    1,162                                             3,700                                     (1,202)               4,862                       (1,125)

    Income before
     income taxes                                                          15,920                                            24,245                                      25,257               40,165                        30,089

    Provision for
     income taxes                                                         (9,693)                                          (7,699)                                    (6,021)            (17,392)                      (8,687)
                                                                           ------                                            ------                                      ------              -------                        ------

    Net income                                                              6,227                                            16,546                                      19,236               22,773                        21,402

    Less: net loss
     (income)
     attributable to
     noncontrolling
     interest                                                                  85                                              (51)                                          -                  34                             -
                                                                              ---                                               ---                                         ---                 ---                           ---

    Net income
     attributable to
     Atmel                                                                 $6,312                                           $16,495                                     $19,236              $22,807                       $21,402
                                                                           ======                                           =======                                     =======              =======                       =======


    Basic net income per share attributable to Atmel:

    Net income per
     share                                                                  $0.02                                             $0.04                                       $0.05                $0.05                         $0.05
                                                                            =====                                             =====                                       =====                =====                         =====

    Weighted-average
     shares used in
     basic net income
     per share
     calculations                                                         417,861                                           417,038                                     421,090              417,474                       423,233
                                                                          =======                                           =======                                     =======              =======                       =======

    Diluted net income per share attributable to Atmel:

    Net income per
     share                                                                  $0.02                                             $0.04                                       $0.05                $0.05                         $0.05
                                                                            =====                                             =====                                       =====                =====                         =====

    Weighted-average
     shares used in
     diluted net income
     per share
     calculations                                                         419,158                                           418,462                                     422,834              418,784                       424,876
                                                                          =======                                           =======                                     =======              =======                       =======

    Cash dividends
     declared and paid
     per share                                                              $0.04                                             $0.04                    $                      -               $0.08      $                      -
                                                                            =====                                             =====                    ========================               =====      ========================


                                  ATMEL CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (In thousands)

                                     (Unaudited)



                                  June 30,                    December 31,

                                                      2015                       2014
                                                      ----                       ----


    Current assets

    Cash and
     cash
     equivalents                                  $196,359                   $206,937

    Accounts
     receivable,
     net                                           206,070                    222,021

    Inventories                                    275,268                    278,242

    Prepaids
     and other
     current
     assets                                         78,225                     89,101

    Total
     current
     assets                                        755,922                    796,301

    Fixed
     assets,
     net                                           154,943                    158,281

    Goodwill                                       191,451                    191,088

    Intangible
     assets,
     net                                            44,019                     50,286

    Other
     assets                                        164,939                    166,348

    Total
     assets                                     $1,311,274                 $1,362,304
                                                ==========                 ==========


    Current liabilities

    Trade
     accounts
     payable                                       $76,928                    $97,467

    Accrued
     and other
     liabilities                                   128,373                    147,109

    Deferred
     income on
     shipments
     to
     distributors                                   53,324                     49,059

    Total
     current
     liabilities                                   258,625                    293,635

    Other
     long-
     term
     liabilities                                   185,931                    198,670

    Total
     liabilities                                   444,556                    492,305
                                                   -------                    -------


     Stockholders'
     equity                                        866,718                    869,999

    Total
     liabilities
     and
     stockholders'
     equity                                     $1,311,274                 $1,362,304
                                                ==========                 ==========


                                                        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,

                                                 2015                                                    2015                                2014                  2015                  2014
                                                 ----                                                    ----                                ----                  ----                  ----

    GAAP net revenue                         $306,353                                                $318,288                            $355,534              $624,641              $692,895

    Revenue from the XSense
     business                                    (58)                                                (1,371)                                  -              (1,429)                    -

    Non-GAAP net revenue                     $306,295                                                $316,917                            $355,534              $623,212              $692,895
                                             ========                                                ========                            ========              ========              ========


    GAAP gross margin                        $141,314                                                $147,297                            $161,238              $288,611              $301,228

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

    Loss (gain) related to
     foundry arrangements                         765                                                   1,192                             (2,071)                1,957               (2,129)

    Share-based
     compensation expense                       1,682                                                   1,115                               1,971                 2,797                 3,287

    Gross margin from the
     XSense business                              115                                                   1,138                                   -                1,253                     -

    Non-GAAP gross margin                    $143,876                                                $150,742                            $161,138              $294,618              $309,442
                                             ========                                                ========                            ========              ========              ========


    GAAP research and
     development expense                      $59,998                                                 $59,129                             $70,082              $119,127              $139,834

    Share-based
     compensation expense                     (3,573)                                                (3,578)                            (4,383)              (7,151)              (9,112)

    French building
     underutilization and
     other (credits)                            (376)                                                    296                               (651)                 (80)              (1,612)

    Research and development
     expense from the XSense
     business                                   (156)                                                (1,457)                                  -              (1,613)                    -

    Non-GAAP research and
     development expense                      $55,893                                                 $54,390                             $65,048              $110,283              $129,110
                                              =======                                                 =======                             =======              ========              ========


    GAAP selling, general
     and administrative
     expense                                  $59,922                                                 $62,073                             $64,783              $121,995              $128,862

    Share-based
     compensation expense                     (7,282)                                                (8,994)                            (8,924)             (16,276)             (18,496)

    French building
     underutilization and
     other (credits)                            (126)                                                    (8)                              (515)                (134)                (850)

    Selling, general and
     administrative expense
     from the XSense
     business                                      37                                                      64                                   -                  101                     -

    Non-GAAP selling,
     general and
     administrative expense                   $52,551                                                 $53,135                             $55,344              $105,686              $109,516
                                              =======                                                 =======                             =======              ========              ========


    GAAP income from
     operations                               $14,758                                                 $20,545                             $26,459               $35,303               $31,214

    Share-based
     compensation expense                      12,537                                                  13,687                              15,278                26,224                30,895

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

    Acquisition-related
     charges                                    3,807                                                   4,403                               1,497                 8,210                 3,125

    French building
     underutilization and
     other (credits)                              502                                                   (288)                              1,166                   214                 2,462

    Restructuring charges
     (credits)                                  4,882                                                   1,147                             (1,583)                6,029               (1,807)

    Loss (gain) related to
     foundry arrangements                         765                                                   1,192                             (2,071)                1,957               (2,129)

    Gain on sale of assets                    (2,053)                                                      -                                  -              (2,053)                    -

    Operating loss from the
     XSense business                              234                                                   2,531                                   -                2,765                     -

    Non-GAAP income from
     operations                               $35,432                                                 $43,217                             $40,746               $78,649               $70,816
                                              =======                                                 =======                             =======               =======               =======


    GAAP provision for
     income taxes                            $(9,693)                                               $(7,699)                           $(6,021)            $(17,392)             $(8,687)

    Non-GAAP tax adjustments                  (8,144)                                                (5,867)                            (4,788)             (14,011)              (6,439)

    Non-GAAP provision for
     income taxes                            $(1,549)                                               $(1,832)                           $(1,233)             $(3,381)             $(2,248)
                                              =======                                                 =======                             =======               =======               =======


    GAAP net income
     attributable to Atmel                     $6,312                                                 $16,495                             $19,236               $22,807               $21,402

    Share-based
     compensation expense                      12,537                                                  13,687                              15,278                26,224                30,895

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

    Acquisition-related
     charges                                    3,807                                                   4,403                               1,497                 8,210                 3,125

    French building
     underutilization and
     other (credits)                              502                                                   (288)                              1,166                   214                 2,462

    Restructuring charges
     (credits)                                  4,882                                                   1,147                             (1,583)                6,029               (1,807)

    Loss (gain) related to
     foundry arrangements                         765                                                   1,192                             (2,071)                1,957               (2,129)

    Gain on sale of assets                    (2,053)                                                      -                                  -              (2,053)                    -

    Gain on sale of
     investments in
     privately-held
     companies                                (1,317)                                                      -                                  -              (1,317)                    -

    Operating loss from the
     XSense business                              234                                                   2,531                                   -                2,765                     -

    Non-GAAP tax adjustments                    8,144                                                   5,867                               4,788                14,011                 6,439

    Net (loss) income
     attributable to
     noncontrolling interest                     (85)                                                     51                                   -                 (34)                    -

    Consolidated non-GAAP
     net income                               $33,728                                                 $45,085                             $38,311               $78,813               $67,443
                                              =======                                                 =======                             =======               =======               =======


    GAAP net income per
     share -diluted
     attributable to Atmel                      $0.02                                                   $0.04                               $0.05                 $0.05                 $0.05

    Share-based
     compensation expense                        0.03                                                    0.03                                0.03                  0.06                  0.07

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

    Acquisition-related
     charges                                     0.01                                                    0.01                                   -                 0.02                  0.01

    French building
     underutilization and
     other (credits)                                -                                                      -                                  -                    -                    -

    Restructuring charges
     (credits)                                   0.01                                                       -                                  -                 0.01                     -

    Loss (gain) related to
     foundry arrangements                           -                                                      -                                  -                    -                    -

    Gain on sale of assets                     (0.01)                                                      -                                  -                    -                    -

    Gain on sale of
     investments in
     privately-held
     companies                                      -                                                      -                                  -                    -                    -

    Operating loss from the
     XSense business                                -                                                   0.01                                   -                 0.01                     -

    Non-GAAP tax adjustments                     0.02                                                    0.02                                0.01                  0.04                  0.01

    Net income per share
     attributable to
     noncontrolling interest                        -                                                      -                                  -                    -                    -

    Consolidated non-GAAP
     net income per share  -
      diluted                                   $0.08                                                   $0.11                               $0.09                 $0.19                 $0.16
                                                =====                                                   =====                               =====                 =====                 =====


    GAAP diluted shares                       419,158                                                 418,462                             422,834               418,784               424,876

    Adjusted dilutive stock
     awards - non-GAAP                          6,486                                                   7,070                               7,212                 6,414                 7,288

    Non-GAAP diluted shares                   425,644                                                 425,532                             430,046               425,198               432,164
                                              =======                                                 =======                             =======               =======               =======


                                                                       ATMEL CORPORATION

                                                              NET REVENUE - BY OPERATING SEGMENT

                                                                        (In thousands)


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

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

                                               2015                    2015                                   2014              2015              2014
                                               ----                    ----                                   ----              ----              ----


    Microcontroller                        $205,003                $218,786                               $254,775          $423,789          $489,915

    Nonvolatile Memory                       43,153                  43,748                                 40,180            86,901            75,832

    Automotive                               37,216                  35,745                                 35,994            72,961            76,965

    Multi-Market and Other                   20,981                  20,009                                 24,585            40,990            50,183

     Total Company Revenue                 $306,353                $318,288                               $355,534          $624,641          $692,895
                                           ========                ========                               ========          ========          ========

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.

Management 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:


    --  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.


    --  XSense related activities

Operating results of exited XSense business.

Assets related to the XSense business were sold on April 16. 2015. Operating results of this business, including revenue, gross margin and operating expenses, have been excluded from non-GAAP results beginning in the first quarter of 2015 after management determined to discontinue its investment and exit this business. Management believes that excluding the XSense operating results from non-GAAP measures provides investors a basis to compare operating results from continuing operations.


    --  Gain on sale of assets.

Gain on sale of assets reflects the sale of the XSense assets. Management believes that it is appropriate to exclude these gains as they are not reflective of the ongoing operating performance and should be excluded from period-over-period comparisons.


    --  Gain on sale of investments in privately-held companies.

Gain on sale of investments in privately-held companies. Management believes that it is appropriate to exclude these gains as they are not reflective of the ongoing operating performance and should be excluded from period-over-period comparisons.


    --  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. Management believes that 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 (credits).

Restructuring charges (credits) primarily relate to expenses necessary to make infrastructure-related changes to Atmel's operating costs. Restructuring charges (credits) 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. Management 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.


    --  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. During the third quarter 2014 we received an insurance payment of $3.6 million related to our facility damage claim. Management 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.


    --  Loss (gain) related to foundry arrangements.

Loss (gain) related to foundry arrangements relates to the reduction of estimated loss (gain) previously recorded with respect to European foundry "take or pay" arrangements for wafers that were delivered during the term of the arrangement. Management believes that it is appropriate to exclude loss (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 (credits).

French building underutilization and other (credits) 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. Management 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.


    --  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.


    --  Net (loss) income attributable to noncontrolling interest.

Net (loss) income attributable to noncontrolling interest relates the share of profit and loss allocated to a noncontrolling interest in one of Atmel's subsidiaries. Atmel excludes these items from its non-GAAP financial measures primarily because these (losses) 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.

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SOURCE Atmel Corporation