UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31,
2009
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission file
number: 0-19032
ATMEL CORPORATION
(Exact name of registrant as
specified in its charter)
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Delaware
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77-0051991
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification
No.)
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2325 Orchard Parkway, San Jose, California 95131
(Address of principal executive
offices)
Registrants telephone number, including area code:
(408) 441-0311
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, par value $0.001 per share
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act of
1933. Yes þ No o
Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the Exchange
Act). Yes o No þ
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the preceding 12 months (or for
such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the Registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
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Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of June 30, 2009, the last business day of the
Registrants most recently completed second fiscal quarter,
there were 451,048,799 shares of the Registrants
Common Stock outstanding, and the aggregate market value of such
shares held by non-affiliates of the Registrant (based on the
closing sale price of such shares on the NASDAQ Global Select
Market on June 30, 2009) was approximately
$1,650,391,611. Shares of Common Stock held by each officer and
director have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of January 31, 2010, Registrant had 455,660,430
outstanding shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants definitive proxy statement for
the Registrants 2010 Annual Meeting of Stockholders are
incorporated by reference in Part III of this Annual Report
on
Form 10-K
to the extent stated herein. The Proxy Statement will be filed
within 120 days of the Registrants fiscal year ended
December 31, 2009.
PART I
FORWARD
LOOKING STATEMENTS
You should read the following discussion in conjunction with
our Consolidated Financial Statements and the related
Notes to Consolidated Financial Statements, and
Financial Statements and Supplementary Data included
in this Annual Report on
Form 10-K.
This discussion contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of
1934, particularly statements regarding our outlook for fiscal
2010, our gross margins, anticipated revenues by geographic
area, operating expenses and capital expenditures, cash flow and
liquidity measures including the anticipated sale of auction
rate securities to UBS Financial Services, Inc., factory
utilization, charges related to and the effect of our strategic
transactions, restructuring, performance restricted stock units,
and other strategic efforts, particularly the potential sale of
portions of our ASIC business, and our expectations regarding
tax matters and the effects of exchange rates and efforts to
manage exposure to exchange rate fluctuation. Our actual results
could differ materially from those projected in the
forward-looking statements as a result of a number of factors,
risks and uncertainties, including the risk factors set forth in
this discussion and in Item 1A Risk Factors,
and elsewhere in this
Form 10-K.
Generally, the words may, will,
could, would, anticipate,
expect, intend, believe,
seek, estimate, plan,
view, continue, the plural of such
terms, the negatives of such terms, or other comparable
terminology and similar expressions identify forward-looking
statements. The information included in this
Form 10-K
is provided as of the filing date with the Securities and
Exchange Commission and future events or circumstances could
differ significantly from the forward-looking statements
included herein. Accordingly, we caution readers not to place
undue reliance on such statements. Atmel undertakes no
obligation to update any forward-looking statements in this
Form 10-K.
BUSINESS
General
We design, develop, manufacture and sell a wide range of
semiconductor integrated circuit (IC) products and
capacitive touch solutions, including microcontrollers, advanced
logic, mixed-signal, nonvolatile memory and radio frequency
(RF) components. Leveraging a broad intellectual
property (IP) portfolio, we supply our customers
complete system solutions, with particular emphasis on solutions
incorporating microcontrollers. These complex
system-on-a-chip
solutions are manufactured using our leading-edge process
technologies, including complementary metal oxide semiconductor
(CMOS), double-diffused metal oxide semiconductor
(DMOS), logic, CMOS logic, bipolar, bipolar CMOS
(BiCMOS), silicon germanium (SiGe), SiGe
BiCMOS, analog, bipolar double diffused CMOS and radiation
tolerant process technologies. We develop these process
technologies ourselves to ensure they provide the maximum
possible performance. In 2009, we fabricated approximately 88%
of our products in our own wafer fabrication facilities, or
fabs. We believe our ICs enable our customers to
rapidly introduce leading edge electronic products that are
differentiated by higher performance, advanced security
features, lower cost, smaller size, longer battery life and more
memory. Our products are used primarily in the following
markets: industrial, consumer electronics, automotive, wireless
communications, computing, storage, printing, security, military
and aerospace.
We were originally incorporated in California in December 1984.
In October 1999, we were reincorporated in Delaware. Our
principal offices are located at 2325 Orchard Parkway,
San Jose, California 95131, and our telephone number is
(408) 441-0311.
Our website is located at: www.atmel.com; however, the
information in, or that can be accessed through, our website is
not part of this report. Our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to such reports are available, free of charge,
through the Investors section of our website as soon
as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC.
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Products
Our products consist primarily of microcontrollers, advanced
logic, mixed-signal, nonvolatile memory, radio frequency and
system-level integration semiconductor solutions.
Our business is organized into four operating segments (see
Note 14 of Notes to Consolidated Financial Statements for
further discussion). Each of our business units offer products
that compete in one or more of the end markets described below
under the caption Principal Markets and Customers.
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Microcontrollers segment includes a variety of
proprietary and standard microcontrollers, the majority of which
contain embedded nonvolatile memory, integrated analog
peripherals and capacitive touch sensing libraries. This segment
also includes products with military and aerospace applications.
In March 2008, we acquired Quantum Research Group Ltd.
(Quantum), a supplier of capacitive sensing IP
solutions. Results from the acquired operations are considered
complementary to sales of microcontroller products and are
included in this segment. Our Microcontroller segment comprised
38% of net revenues in the year ended December 31, 2009.
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Nonvolatile Memories segment consists predominantly of
serial interface electrically erasable programmable read-only
memory (SEEPROM) and serial interface Flash memory
products. This segment also includes parallel interface Flash
memories as well as mature parallel interface electrically
erasable programmable read-only memory (EEPROM) and
erasable programmable read-only memory (EPROM)
devices. This segment also includes products with military and
aerospace applications. Our Nonvolatile Memories segment
comprised 24% of net revenues in the year ended
December 31, 2009.
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Radio Frequency (RF) and Automotive segment
includes products designed for the automotive industry. This
segment produces and sells wireless and wired devices for
industrial, consumer and automotive applications and it also
provides foundry services which produce radio frequency products
for the mobile telecommunications market. Our RF and Automotive
segment comprised 12% of net revenues in the year ended
December 31, 2009.
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Application Specific Integrated Circuit (ASIC)
segment includes customer and application specific
integrated circuits designed to meet specialized single-customer
requirements for their high performance devices in a broad
variety of specific applications. This segment also encompasses
a range of products which provide security for digital data
transactions, including smart cards for mobile phones, set top
boxes, banking and national identity cards. We also develop
application specific standard products (ASSP) for
high reliability space applications, power management and secure
crypto memory products. Our ASIC segment comprised 26% of net
revenues in the year ended December 31, 2009.
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Within each operating segment, we offer our customers products
with a range of speed, density, power usage, specialty
packaging, security and other features.
Microcontrollers
Our Microcontroller segment offers customers a full range of
products to serve the consumer, automotive, industrial, telecom
and PC peripheral end markets for embedded controls. Our product
portfolio has four major Flash based microcontroller
architectures targeted at the high volume embedded control
market: our proprietary 8-bit and 32-bit
AVR®
platforms, our embedded 32-bit ARM-based product family and
older 8051 8-bit based industry standard microcontroller
products.
Embedded control systems typically incorporate a microcontroller
as the principal active component. A microcontroller is a
self-contained
computer-on-a-chip
consisting of a CPU, non-volatile program memory (Flash and
EEPROM), random access memory (RAM) for data storage
and various input/output peripheral capabilities. In addition to
the microcontroller, a complete embedded control system
incorporates application-specific software and may include
specialized peripheral device controllers and internal or
external non-volatile memory components, such as Flash and
EEPROMs, to store additional program software and various analog
and interface products.
Atmel AVR. Our largest microcontroller product
offering is based on the 8-bit AVR architecture. The
tinyAVR®,
megaAVR®,
XMEGAtm
AVR, AVR Wireless products, AVR USB products, AVR Smart Battery
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products and the AVR Touch User Interface products are all
product families using the AVR 8-bit RISC CPU which allow
customers to minimize power consumption while obtaining maximum
performance and ease of programming. Our AVR
XMEGAtm
picoPower®
microcontroller family consumes the least power in the industry,
enabling longer operating times in hand-held and battery powered
applications. AVR32 is our proprietary microcontroller
architecture which provides customers with higher, 32-bit
performance when 8-bit power is no longer sufficient. The AVR32
product offering is targeted at the industrial, automotive and
ultra low power segments of the 32-bit market. AVR
microcontroller products include embedded non-volatile memory
and are available with a complete selection of analog and
digital interfaces. We offer over 100 different products in the
AVR family.
Atmel
QTouch®
and
maXTouchtm. With
the acquisition of Quantum in 2008, we have become a leading
supplier of robust, capacitive sensing solutions for touch
screens and other touch controls.
User interfaces are the critical factor in making electronic
products appealing to consumers. Our touch screen devices
include ICs for creating economical, elegant, and easy to use
touch screens that respond to a wide variety of touch types and
gestures. They are capable of differentiating between single and
multiple-finger touch, and support tap, press, flick, pinch
(zoom in), stretch (zoom out), rotate, press and tap, press and
double tap, press and flick, press and drag, and multiple-finger
drag. We offer a comprehensive range of touch screen controllers
for use by customers, such as touch buttons, keyboards, sliders
and wheels as well as single-chip unlimited touch screen
solutions.
QTouch and maXTouch devices are digital charge-transfer ICs
designed to detect touch using a single connection between the
sensor chip and a simple key electrode. The maXTouch family of
touchscreen controllers offer exceptional performance and low
power consumption in a single IC. The maXTouch devices support
an unlimited number of touches enhancing the user interface and
the way users interact with electronic products. Built in
gestures and the ability to ignore unintentional touches result
in a user interface that is intuitive and reliable. The QTouch
chips are best suited for low key count applications up to 10
keys.
QMatrix®
devices are digital share-transfer (QT) ICs designed to detect
touch using a scanned, passive matrix or electrode sets to
achieve a large number of touch keys driven by a single chip.
QWheel®
and
QSlide®
devices are QT ICs based on Quantums QTouch technology to
implement scrolling functionality.
QFieldtm
and
QTwotm
devices are QT ICs enabling Single and Two
Touchtm
touch screens.
ARM. Our ARM-based microcontrollers are
designed utilizing on the standard 32-bit
ARM7tm,
ARM9tm,
ARM
11tm
and ARM
Cortextm
architectures, where we offer a range of products with and
without embedded nonvolatile memories. Our SAM7 and SAM9 (Smart
Arm Micro) products offer high performance 32-bit
microcontrollers with a variety of complex analog and digital
peripherals integrated on the same chip. For customers demanding
the highest performance products, we offer an ARM 11 product
family. Our ARM customers save significant development time by
using standard ARM software and the other development tools
widely available.
8051. Our 8051 8-bit microcontroller product
offering is based on the standard 8051 CPU and ranges from
products containing 2 Kbytes of embedded Flash memory to the
largest products offering 128 Kbytes of embedded Flash memory.
The 8051 products address a significant portion of the 8-bit
microcontroller market in which the customer already has an
installed software and application base using the standard 8051
architecture.
Increased demand for reliable, flexible and low cost controls in
the electronics industry is being met by microcontrollers which
replace mechanical and other passive controls in a wide range of
applications such as lighting, automobile control functions,
home automation, wireless communications, white goods and user
interfaces in all products requiring human interaction.
Nonvolatile
Memories
Serial Interface Products. Our serial
interface products evolved from our EEPROM and Flash memory
technology expertise and were developed to meet the market
demand for delivery of nonvolatile memory content through
specialized, low pin-count interfaces and packages. Our serial
interface product portfolio encompasses the industrys
largest offering of Serial EEPROMs and two complete families of
Serial Flash memories. From a system cost and silicon area
perspective, it is generally more economical to employ Flash
memory technology for densities
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of 512-Kbits
and above, and the similarity of the feature sets for our Serial
EEPROM and Serial Flash memories allows our customers to easily
upgrade from densities as low as
1-Kbits to
as high as
64-Mbits.
Serial EEPROMs. We currently offer three
complete families of Serial EEPROMs supporting industry standard
2-wire, 3-wire and SPI protocols. Primarily used to store
personal preference data and configuration/setup data, our
Serial EEPROM products can be found in a multitude of consumer,
industrial and automotive applications ranging from everything
such as WLAN adapters and LCD TVs to video game systems and GPS
devices. Because of our advanced process technology, diverse
package options and broad density offerings, we have maintained
the market leadership position for the last several years.
Atmel
DataFlash®. The
DataFlash®
family of Serial Flash memories delivers proven, reliable
solutions to store varying amounts of granular data or to store
both embedded program code and data while utilizing very small,
low pin-count packages. DataFlash devices are the
industrys most sophisticated and feature-rich Serial Flash
memories and are designed to enable advanced features and
functionality in a variety of high-volume products and
applications. By using DataFlash memories, customers can
minimize pin counts, simplify circuit boards, and reduce power
consumption, all of which contribute to higher performance and
lower system costs. DataFlash products are used in a wide
variety of applications such as digital answering machines, fax
machines, personal computers, printers, radar detectors,
security systems and energy meters.
Small size is important to our customers and we are continuously
developing smaller packages for our serial Flash memories using,
for example, a cost-effective ball grid array and a variety of
dual footprint non-leaded packages to help our customers produce
smaller products. We also offer the full range of industry
standard SOIC, PDIP and TSSOP packages.
SPI Flash. Our newest Serial Flash family
offers pin-compatible devices to our entire family of SPI Serial
EEPROMs and provides customers with one of the highest
performance serial memory solutions in the industry. Our SPI
Flash familys enhanced architecture and features allow the
devices to be used in a wider array of applications compared to
devices from competing suppliers while also providing customers
with a more flexible,
easier-to-implement
solution. Like our Serial EEPROMs and DataFlash devices, our SPI
Flash products utilize ultra-small packages like DFNs (dual flat
no-lead) and CSPs (chip-scale packages) in addition to industry
standard SOICs. SPI Flash is primarily used for code storage in
a diverse set of consumer and industrial applications including
high-volume products such as desktop and notebook computers,
hard disk drives, CD/DVD Read/Write drives, Blu-ray and DVD
players, MP3 players, digital picture frames, set-top boxes
(STBs) and LCD TVs.
Parallel Flash Memory Products. Flash
represents a prevailing technology used in nonvolatile memory
devices that can be reprogrammed within a system. We currently
manufacture Parallel Flash products utilizing 0.18- and
0.13-micron process technologies.
The flexibility and ease of use of our Parallel Flash memories
make them attractive solutions in systems where program
information stored in memory must be rewritten after the system
leaves its manufacturing environment. The reprogrammability of
Flash memories also serves to support later system upgrades,
field diagnostic routines and in-system reconfiguration, as well
as capturing voice and data messages for later review. These
products are generally used in handsets, personal computers,
cable modems, set-top boxes and DVD players.
Parallel EEPROMs. We are a leading supplier of
high performance, in-system programmable Parallel EEPROMs. We
believe that our Parallel EEPROM products represent the
industrys most complete offering, and we are the
sole-source supplier for several customers for certain Parallel
EEPROM devices. In the design of this product family, we have
emphasized high reliability achieved through the incorporation
of on-chip error detection and correction features. Parallel
EEPROMs offer high endurance programmability and are highly
flexible, offering faster data transfer rates and higher memory
densities when compared to some serial interface architectures.
These products are generally used to store frequently updated
data in communications infrastructure equipment and avionics
navigation systems.
EPROMs. The worldwide one-time programmable
(OTP) EPROM market is intensely competitive and characterized by
commodity pricing. Our strategy is to target the
high-performance end of this market by offering faster speed,
higher density and lower power usage devices. These products are
generally used to store the operating
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programs of embedded microcontroller or DSP-based systems, such
as hard disk drives, CD-ROM drives and modems.
RF and
Automotive
Automotive RF. With our automotive RF products
we are one of the leading suppliers for automobile access
solutions. Our products include complete keyless entry solutions
for wireless passive entry go systems, and the corresponding
discrete ICs for the receivers and transceivers for the access
control unit and tire pressure monitoring systems built into
cars. Our innovative immobilizer ICs, which incorporate the
widely accepted advanced encryption standard (AES),
offer car theft protection. In addition, we offer a wide
portfolio of products targeted at keyless automobile starting
systems.
High Voltage. Our high voltage products ICs
are manufactured utilizing mixed signal high voltage technology,
providing analog-bipolar, high voltage DMOS power and CMOS logic
function on a single chip. These ICs withstand and operate at
high voltages and can be connected directly to the battery of a
car, with a focus on intelligent load drivers, local
interconnect network (LIN) in-vehicle networking and
battery management hybrid cars products. The applications for
the load drivers are primarily motor and actuator drivers and
smart valve controls. The new line of battery management ICs
target Li-ion battery systems that are becoming the standard for
full electric and hybrid cars. Our popular and rugged LIN
in-vehicle networking product line helps car makers to simplify
the wire harness by using the LIN bus which is rapidly gaining
popularity. Many body electronic applications can be connected
and controlled via the LIN network bus, including switches,
actuators and sensors. Our LIN devices currently are the
benchmark for robustness in the automotive industry, which we
attribute to innovative design techniques as well as to our
proprietary silicon on-insulator (SOI) process
technology.
RF. The RF product line includes our low
frequency RF identification tag ICs which are targeted towards
the access control market and the livestock and pet tagging
markets. These ICs are used in combination with a reader IC to
make possible contactless identification for a wide variety of
applications. Our RF products also target the industrial,
scientific, medical (ISM) RF market, including wireless remote
control applications such as home alarm systems, garage door
openers, remote controlled toys, wireless game consoles and many
others.
DVD. Our laser diode drivers power the laser
diodes used in CD and DVD drives for computer and consumer
applications. We offer drivers for read only and read-write
optical drives, including the new high density Blu-Ray
standards. Our proprietary process technology has enabled us to
develop photo diodes that are sensitive to blue as well as to
red laser light. Our patent pending open QFN
packaging technology enables cost efficient production of the
photo detector ICs for the DVD and Blu-Ray standard.
Mixed Signal. Our broadcast radio products
cater primarily for the automotive market. They include high
performance receivers for AM/FM and HD car radio, an industry
leading portfolio of highly integrated antenna drivers, which
enable small form factor car antennas and a complete chipset for
the developing digital audio broadcasting/digital multimedia
broadcasting radio market. In addition, our infrared
(IR) receivers are among the leaders in the highly
competitive market for IR remote control systems.
ASIC
Custom ASICs. We design, manufacture and
market ASICs to meet customer requirements for high-performance
logic devices in a broad variety of customer-specific
applications. Our
SiliconCity®
design platform utilizes our extensive libraries of qualified
analog and digital IP blocks. This approach integrates system
functionality into a single chip based on this unique
architecture platform combined with one of the richest libraries
of qualified IP blocks in the industry. By combining a variety
of logic functions on a single chip, costs are reduced, design
risk is minimized,
time-to-market
is accelerated and performance can be optimized.
We design and manufacture ASICs in a range of products that
includes standard digital and analog functions, as well as
nonvolatile memory elements and large pre-designed macro
functions all integrated on a single chip. We work closely with
customers to develop and manufacture custom ASIC products so
that we can provide them with IC solutions on a sole-source
basis. Our ASIC products are targeted primarily at high-volume
customers whose
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applications require high-speed, high-density or low and
mixed-voltage devices such as in the medical, consumer and
security markets.
Atmel
CAP®. Our
CAP customizable microcontroller combines, on a single IC, an
ARM-based microcontroller
system-on-chip
with a high-density Metal Programmable Block that enables
customers to add application-specific logic. This hybrid device
significantly reduces design time and cost compared to an
equivalent ASIC, but commands a comparable unit price. CAP is
aimed at medium-to high-volume customers, many of who are
replacing a field programmable gate array
(FPGA)-plus-microcontroller combination.
Secure Microcontrollers. Our advanced design
capability expertise in non-volatile memory technology and
experience in security products positions us as one of the
worlds pre-eminent suppliers of secure
microcontroller-based ICs. Our Smart Card ICs primarily serve
the cellular phone, banking, health card, national ID card and
set-top box markets.
We also produce a broad portfolio of secure ICs, including
CryptoMemory®
and
CryptoRF®
and smart card reader chips. Our secure microcontrollers feature
dual contact/contactless products that comply with the
ISO-14443, Universal Serial Bus (USB) Full-Speed
interface and Serial Peripheral Interface (SPI)
Protocols.
We combine dense nonvolatile memory technology and high
performance AVR and ARM microcontroller cores to offer
cost-effective solutions for demanding applications such as
global system for mobile computing (GSM) subscriber
identity module (SIM) cards and multi-application
smart cards running on open platforms like
Java®.
We have also introduced solutions with multimedia and wireless
communications devices targeting home entertainment, security
and automotive applications where information security is a
primary objective.
FPGAs. Our FPGAs (field programmable gate
arrays), with FreeRAM and Cache
Logic®,
provide efficient memory management and a reconfigurable
solution for adaptive digital signal processing and other
computationally intensive applications. We also offer a family
of radiation hardened FPGAs for space applications. Our family
of reconfigurable FPGA Serial Configuration EEPROMs can replace
one-time-programmable devices for FPGAs from other vendors. In
addition we offer
FPGA-to-gate
array conversions for both military and commercial applications.
In January 2010, we announced that following a comprehensive
review of alternatives for our ASIC business, we would continue
to explore the potential sale of our Smart Card (SMS) business
located in Rousset, France and East Kilbride, UK and that we
intended to discontinue potential sale discussions for our
Customer Specific Products (CSP) and Aerospace businesses. See
Item 1A Risk Factors.
Technology
From inception, we have focused our efforts on developing
advanced CMOS processes that can be used to manufacture reliable
nonvolatile elements for memory and advanced logic integrated
circuits. We believe that our experience in single and
multiple-layer metal CMOS processing gives us a competitive
advantage in developing and delivering high-density, high-speed
and low-power logic and memory and logic products.
We meet customers demands for constantly increasing
functionality on ever-smaller ICs by increasing the number of
layers we use to build the circuits on a wafer and by reducing
the size of the transistors and other components in the circuit.
To accomplish this we develop and introduce new wafer processing
techniques as necessary. We also provide our fabrication
facilities with
state-of-the-art
manufacturing equipment and development resources that allow us
to produce ICs with increasingly sophisticated features. Our
current ICs incorporate effective feature sizes as small as
0.13-micron. We are developing processes that will support
effective feature sizes smaller than 0.13-micron, which we
expect to produce at outside wafer foundries in the future.
Principal
Markets and Customers
Communications. Communications, including
wireless and wireline telecommunications and data networking, is
currently one of our large end user markets. For the wireless
market, we provide touch screen controllers, nonvolatile memory,
standard and secure microcontrollers, and baseband and RF
ASICs that are used for GSM and
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code-division multiple access (CDMA) mobile phones
and their base stations, as well as two-way pagers, mobile
radios, and cordless phones and their base stations. We also
have a range of products based on the IEEE 802.11 wireless LAN
standard, Zigbee, and on Bluetooth, a short-range wireless
protocol that enables instant connectivity between electronic
devices. Our principal customers in the wireless market include
Ericsson, Motorola, Nokia, Philips, Qualcomm, Samsung and
Siemens.
We also serve the data networking and wireline
telecommunications markets, which continue to evolve due to the
rapid adoption of new technologies. For these markets, we
provide ASIC, nonvolatile memory and programmable logic products
that are used in the switches, routers, cable modem termination
systems and digital subscriber line (DSL) access
multiplexers, which are currently being used to build internet
infrastructure. Our principal data networking and wireline
telecommunications customers include Alcatel Lucent, Cisco and
Siemens.
Consumer Electronics. Our products are also
used in a broad variety of consumer electronics products. We
provide microcontrollers for batteries and battery chargers that
minimize the power usage by being turned on only
when necessary. Microcontrollers are also offered for lighting
controls and touchscreen user interface applications. We provide
multimode audio processors and MPEG2-based decoders with
programmable transport for complex digital audio streams used in
digital TVs, set top boxes and DVD players. We provide ASIC
demodulators and decoders for cable modems. We also offer media
access controllers for wireless local area networks
(WLANs) and baseband controllers. In addition, we
provide secure, encryption enabled, tamper resistant circuits
for smart cards and embedded personal computer security
applications. Our principal consumer electronics customers
include Honeywell, Hosiden Corporation, Invensys, LG
Electronics, Matsushita, Microsoft, Philips, Samsung, Sony and
Toshiba.
Computing, Storage and Printing. The computing
and computing-peripherals markets are growing as a result of
increasing Internet use, network connectivity and digital
imaging requirements. For computing applications, we provide
Flash memory, serial memory, USB hubs and ASICs for personal
computers, servers and USB drives. We offer Trusted Platform
Module (TPM) products that perform platform
authentication and security for computing systems. Our biometric
security IC verifies a users identity by scanning a
finger. In todays security conscious environment we
believe TPM and biometry are finding applications where access
to information, equipment and similar resources needs to be
controlled or monitored. We provide ASICs, nonvolatile memory
and microcontrollers for laser printers, inkjet printers, copy
machines and scanners. Our principal customers in these markets
include Dell, Hewlett-Packard, IBM, Intel, M-Systems, Seagate
and Western Digital.
Security. Security for electronic applications
is a key concern for the development of computing and
communications equipment. Our Smart Card and Smart Card reader
ICs are targeted towards established European markets and
rapidly emerging applications requiring security in the United
States of America and throughout Asia. Smart Card technology is
used for mobile communications, credit cards, drivers
licenses, identity cards, health cards, TV set top boxes,
internet commerce and related applications where data security
is essential. Our principal customers in these markets include
Gemalto (formerly GemPlus and Axalto), NDS, Oberthur, Sagem and
SCM.
Automotive. The automotive electronics market
has grown modestly, driven by demand for more sophisticated
electronic systems, yet it remains stable during times when
other sectors fluctuate. For automotive applications, we provide
body electronics for passenger comfort and convenience; safety
related subsystems such as air-bag drivers, anti-lock brake
control and tire pressure monitors; keyless entry transmitters
and receivers and in-vehicle entertainment components. With our
introduction of high-voltage and high-temperature capable ICs we
are broadening the automotive reach to systems and controls in
the engine compartment. Virtually all of these are
application-specific mixed signal ICs. Our principal customers
in these markets include Continental-Temic, Daimler-Chrysler,
Delphi, Hella, Marelli, Robert Bosch, Siemens-VDO and TRW.
Military and Aerospace. The military and
aerospace industries require products that will operate under
extreme conditions and are tested to higher standards than
commercial products. Our circuits are available in
radiation-hardened (RAD) versions that meet stringent
requirements (cumulative dose,
latch-up and
transient phenomena) of space, avionic and industrial
applications. For these applications, we provide RAD ASICs,
FPGAs, non-volatile memories and microcontrollers. Our principal
customers in these markets include BAE Systems, Honeywell,
Litton, Lockheed-Martin, Northrop, Raytheon and Roche.
8
Industrial. While the industrial electronics
market has been considered a slow growth end-market compared to
communications or computing sectors, the electronic content in
industrial applications is growing at a faster rate than the
industry as a whole-driven by the increasing reach of electronic
content. The demand for energy efficiency and productivity gains
of electronic enabled systems is driving the switch from
mechanical to digital solutions for products such as temperature
sensors, motor controls, factory lighting, smart energy meters
and commercial appliances. Atmel provides microcontrollers,
non-volatile memory, high-voltage and mixed-signal products that
are designed to work effectively in harsh environments. Our
principal customers include Honeywell, Siemens, Samsung, Itron
and Textron,
Manufacturing
Once we have fabricated the wafers, we probe and test the
individual circuits on them to identify those that do not
function. This saves us the cost of putting mechanical packages
around circuits whose failure can be determined in advance.
After probe, we send all of our wafers to one of our independent
assembly contractors, located in China, Indonesia, Japan,
Malaysia, the Philippines, South Korea, Taiwan or Thailand where
they are cut into individual chips and assembled into packages.
Most of the finished products are given a final test at the
assembly contractors although some are shipped to our test
facilities in the United States where we perform electrical
testing and visual inspection before delivery to customers.
The raw materials and equipment we use to produce our integrated
circuits are available from several suppliers and we are not
dependent upon any single source of supply. However, some
materials have been in short supply in the past and lead times
on occasion have lengthened, especially during semiconductor
expansion cycles.
If market demand for our products increases during 2010, we
believe that we will be able to substantially meet our
production needs from our remaining wafer fabrication facilities
through at least the end of 2010; however, capacity requirements
may vary depending on, among other things, our rate of growth
and our ability to increase production levels. During 2009, we
manufactured approximately 88% of our products at our wafer
fabrication facilities located in Colorado Springs, Colorado and
Rousset, France. In September 2008, we announced that we entered
into an agreement with Tejas Silicon Holding Limited
(TSI) for the sale of our wafer fabrication
operations in Heilbronn, Germany. On October 8, 2007, we
announced that we entered into separate agreements with Taiwan
Semiconductor Manufacturing Company, Ltd. (TSMC) and
Highbridge Business Park Limited (Highbridge) for
the sale of the wafer fabrication equipment and related property
located in North Tyneside, United Kingdom. We ceased
manufacturing operations at our Heilbronn wafer fabrication
facility in October 2008 and in our North Tyneside, UK wafer
fabrication facility in February 2008 and have subsequently
increased production at our Colorado Springs and Rousset wafer
fabs to provide the necessary output to meet demand. In December
2009, we announced we signed an exclusivity agreement for the
sale of our Rousset, France wafer fabrication facility to
LFoundry GmbH.
Much of the $32 million of manufacturing equipment we paid
for during 2009 was related to increasing test capacity. It is
anticipated that capital equipment purchases for 2010, estimated
at $60 million to $65 million, will be focused on
maintaining existing equipment, providing additional testing
capacity and, to a limited extent, on developing advanced
process technologies.
Environmental
Compliance
We are subject to a variety of international, federal, state and
local governmental regulations related to the discharge or
disposal of toxic, volatile or otherwise hazardous chemicals
used in our manufacturing processes.
Increasing public attention has been focused on the
environmental impact of semiconductor operations. Although we
have not experienced any material adverse effect on our
operations from environmental regulations, any changes in such
regulations or in their enforcement may impose the need for
additional capital equipment or other requirements. If for any
reason we fail to control the use of, or to restrict adequately
the discharge of, hazardous substances under present or future
regulations, we could be subject to substantial liability or our
manufacturing operations could be suspended.
9
Marketing
and Sales
We generate our revenue by selling our products directly to
original equipment manufacturers (OEMs) and
indirectly to OEMs through distributors. We market our products
worldwide to a diverse base of OEMs serving primarily commercial
markets. In the United States and Canada, we sell our products
to large OEM accounts primarily by using manufacturers
representatives or through national and regional distributors.
Our agreements with our representatives and distributors are
generally terminable by either party on short notice, subject to
local laws. Direct sales to OEMs as a percentage of net revenues
for the year ended December 31, 2009 totaled 45% while
sales to distributors totaled 55% of net revenues.
Sales to U.S. OEMs, as a percentage of net revenues totaled
9%, 8% and 10% for the years ended December 31, 2009, 2008
and 2007, respectively. Sales to U.S. distributors, as a
percentage of net revenues, totaled 9%, 7% and 6% for the years
ended December 31, 2009, 2008 and 2007, respectively. We
support this sales network from our headquarters in
San Jose, California and through U.S. regional offices
in California, Colorado, Florida, Illinois, Massachusetts,
Minnesota, North Carolina, Texas and Washington.
We sell to customers outside of the U.S. primarily by using
international sales representatives and through distributors,
who are managed from our foreign sales offices. We maintain
sales offices in China, Denmark, Finland, France, Germany, Hong
Kong, India, Italy, Japan, South Korea, Singapore, South Africa,
Spain, Sweden, Switzerland, Taiwan and the United Kingdom. Our
sales outside the U.S. represented 83%, 86% and 87% of net
revenues in 2009, 2008 and 2007, respectively. We expect
revenues from our international sales and sales to distributors
will continue to represent a significant portion of our net
revenues. International sales and sales to distributors are
subject to a variety of risks, including those arising from
currency fluctuations, tariffs, trade barriers, taxes, export
license requirements, and foreign government regulations and
risk of payment by distributors. See Item 1A
Risk Factors.
We allow certain distributors, primarily based in the United
States and Europe, rights of return and credits for price
protection. Given the uncertainties associated with the levels
of returns and other credits to these distributors based on
contractual terms we defer recognition of revenue from sales to
these distributors until they have resold our products. Sales to
certain other primarily Asia based distributors carry either no
or very limited rights of return. We have historically been able
to estimate returns and other credits from these distributors
and accordingly have historically recognized revenue from sales
to these distributors upon shipment, with a related allowance
for potential returns established at the time of our sale.
Effective July 1, 2008, we entered into revised agreements
with certain European distributors that allow additional rights,
including future price concessions at the time of resale, price
protection, and the right to return products upon termination of
the distributor agreement. As a result of uncertainties over
finalization of pricing for shipments to these distributors, we
consider that the sale prices are not fixed or
determinable at the time of shipment to these
distributors. Revenues and related costs will be deferred until
the products are sold by the distributor to their end customers.
Research
and Development
We believe significant investment in research and development is
vital to our success, growth and profitability, and we will
continue to devote substantial resources, including management
time, to this activity. Our primary objectives are to increase
performance of our existing products, to develop new wafer
processing and design technologies and to draw upon these
technologies and our experience in embedded applications to
create new products.
In the years ended December 31 2009, 2008 and 2007, we spent
$212 million, $260 million and $272 million,
respectively, on research and development. Research and
development expenses are charged to operations as incurred. We
expect these expenditures will increase in the future as we
continue to invest in new products and new processing technology.
10
Competition
We operate in markets that are intensely competitive and
characterized by rapid technological change, product
obsolescence and price decline. Throughout our product line, we
compete with a number of large semiconductor manufacturers, such
as AMD, Cypress, Freescale, Fujitsu, Hitachi, IBM, Infineon,
Intel, LSI Logic, Microchip, Philips, Renesas, Samsung, Sharp,
Spansion, STMicroelectronics, Synaptics, Texas Instruments and
Toshiba. Some of these competitors have substantially greater
financial, technical, marketing and management resources than we
do. We also compete with emerging companies that are attempting
to sell products in specialized markets that our products
address. We compete principally on the basis of the technical
innovation and performance of our products, including their
speed, density, power usage, reliability and specialty packaging
alternatives, as well as on price and product availability.
During the last three years, we have experienced significant
price competition in several business segments, especially in
our Nonvolatile Memory segment for EPROM, Serial EEPROM, and
Flash memory products, in our ASIC segment for smart cards, and
in our Microcontroller segment for commodity microcontrollers.
We expect continuing competitive pressures in our markets from
existing competitors and new entrants, new technology and
cyclical demand, which, among other factors, will likely
maintain the recent trend of declining average selling prices
for our products.
Patents
and Licenses
We maintain a portfolio of United States patents and we have
numerous patent applications on file with the U.S. Patent
and Trademark Office. We also operate an internal program to
identify patentable developments and we file patent applications
wherever necessary to protect our proprietary technologies.
However, because technology changes very rapidly in the
semiconductor industry, we believe our continued success depends
primarily on the technological and innovative skills of our
employees and their abilities to rapidly commercialize
discoveries.
The semiconductor industry is characterized by vigorous
protection and pursuit of IP rights or positions, which have on
occasion resulted in significant and often protracted and
expensive litigation. We from time to time receive
communications from third parties asserting patent or other IP
rights covering our products or processes. In order to avoid
the significant costs associated with our defense in litigation
involving such claims, we may license the use of the
technologies that are the subject of these claims from such
companies and be required to make corresponding royalty
payments, which may harm our operating results.
We have in the past been involved in IP infringement lawsuits
which harmed our operating results. Although we intend to
vigorously defend against any such lawsuits, we may not prevail
given the complex technical issues and inherent uncertainties in
patent and IP litigation. Moreover, the cost of defending
against such litigation, in terms of management time and
attention, legal fees and product delays, could be substantial,
regardless of the outcome. If any patent or other IP claims
against us are successful, we may be prohibited from using the
technologies subject to these claims, and if we are unable to
obtain a license on acceptable terms, license a substitute
technology, or design new technology to avoid infringement, our
business and operating results may be significantly harmed. See
Item 1A Risk Factors.
We have several cross-license agreements with other companies.
In the future, it may be necessary or advantageous for us to
obtain additional patent licenses from existing or other
parties, but these license agreements may not be available to us
on acceptable terms, if at all.
Employees
At December 31, 2009, we employed approximately
5,600 employees compared to approximately
6,400 employees at December 31, 2008. Our future
success depends in large part on the continued service of our
key technical and management personnel and on our ability to
continue to attract and retain qualified employees, particularly
highly skilled design, process and test engineers necessary for
the manufacture of existing products and the development of new
products and processes. The competition for such personnel is
intense, and the loss of key employees, most of who are not
subject to an employment agreement for a specified term or a
post-employment non-competition agreement, could harm our
business.
11
Backlog
We accept purchase orders for deliveries covering periods from
one day up to approximately one year. However, purchase orders
can generally be revised or cancelled by the customer without
penalty. In addition, significant portions of our sales are
ordered with relatively short lead times, often referred to as
turns business. Considering these industry practices
and our experience, we do not believe the total of customer
purchase orders outstanding (backlog) provides meaningful
information that can be relied on to predict actual sales for
future periods.
Geographic
Areas
In 2009, 17% of our net revenues were derived from customers in
the United States, 50% from customers in Asia, 31% from
customers in Europe and 2% from customers in other regions. This
disclosure is determined based on the destination of our
products when they are shipped.
As of December 31, 2009, we owned long-lived assets in the
United States amounting to $105 million, in France
amounting to $36 million, in Germany amounting to
$21 million, and in the United Kingdom amounting to
$5 million. See Note 14 of Notes to Consolidated
Financial Statements for further discussion.
Seasonality
The semiconductor industry is increasingly characterized by
annual seasonality and wide fluctuations of supply and demand. A
significant portion of our revenue comes from sales to customers
supplying consumer markets and international sales. As a result,
our business may be subject to seasonally lower revenues in
particular quarters of our fiscal year. The industry has also
been impacted by significant shifts in consumer demand due to
economic downturns or other factors, which may result in
diminished product demand and production over-capacity. We have
experienced substantial
quarter-to-quarter
fluctuations in revenues and operating results and expect, in
the future, to continue to experience short term
period-to-period
fluctuations in operating results due to general industry or
economic conditions.
In addition to the other information contained in this
Form 10-K,
we have identified the following risks and uncertainties that
may have a material adverse effect on our business, financial
condition, or results of operations. Investors should carefully
consider the risks described below before making an investment
decision. The trading price of our common stock could decline
due to any of these risks, and investors may lose all or part of
their investment. In addition, these risks and uncertainties may
impact the forward-looking statements described
elsewhere in this
Form 10-K
and in the documents incorporated herein by reference. They
could also affect our actual results of operations, causing them
to differ materially from those expressed in
forward-looking statements.
OUR
REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE
TO A VARIETY OF FACTORS, WHICH MAY RESULT IN VOLATILITY OR A
DECLINE IN OUR STOCK PRICE.
Our future operating results will be subject to quarterly
variations based upon a wide variety of factors, many of which
are not within our control. These factors include:
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the nature of both the semiconductor industry and the markets
addressed by our products;
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our transition to a fab-lite strategy;
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our dependence on selling through distributors;
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our increased dependence on outside foundries and their ability
to meet our volume, quality and delivery objectives,
particularly during times of increasing demand along with
inventory excesses or shortages due to reliance on third party
manufacturers;
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global economic and political conditions;
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compliance with U.S. and international antitrust trade and
export laws and regulations by us and our distributors;
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fluctuations in currency exchange rates and revenues and costs
denominated in foreign currencies;
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ability of independent assembly contractors to meet our volume,
quality and delivery objectives;
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success with disposal or restructuring activities;
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fluctuations in manufacturing yields;
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the average margin of the mix of products we sell;
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third party intellectual property infringement claims;
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the highly competitive nature of our markets;
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the pace of technological change;
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natural disasters or terrorist acts;
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assessment of internal controls over financial reporting;
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ability to meet our debt obligations;
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our ability to maintain good relationships with our customers;
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long-term contracts with our customers;
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our compliance with international, federal and state,
environmental, privacy and other regulations;
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personnel changes;
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performance-based restricted stock units;
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business interruptions;
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system integration disruptions;
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anti-takeover effects in our certificate of incorporation and
bylaws;
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the unfunded nature of our foreign pension plans and that any
requirement to fund these plans could negatively impact our cash
position;
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the effects of our acquisition strategy, such as unanticipated
accounting charges, which may adversely affect our results of
operations;
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utilization of our manufacturing capacity;
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disruptions to the availability of raw materials which could
impact our ability to supply products to our customers;
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costs associated with, and the outcome of, any litigation to
which we are, or may become, a party;
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product liability claims that may arise, which could result in
significant costs and damage to our reputation;
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audits of our income tax returns, both in the U.S. and in
foreign jurisdictions;
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complexity of our legal entity organizational structure; and
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compliance with economic incentive terms in certain government
grants.
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Any unfavorable changes in any of these factors could harm our
operating results and may result in volatility or a decline in
our stock price.
13
We believe that our future sales will depend substantially on
the success of our new products. Our new products are generally
incorporated into our customers products or systems at
their design stage. However, design wins can precede volume
sales by a year or more. We may not be successful in achieving
design wins or design wins may not result in future revenues,
which depend in large part on the success of the customers
end product or system. The average selling price of each of our
products usually declines as individual products mature and
competitors enter the market. To offset average selling price
decreases, we rely primarily on reducing costs to manufacture
those products, increasing unit sales to absorb fixed costs and
introducing new, higher priced products which incorporate
advanced features or integrated technologies to address new or
emerging markets. Our operating results could be harmed if such
cost reductions and new product introductions do not occur in a
timely manner. From time to time, our quarterly revenues and
operating results can become more dependent upon orders booked
and shipped within a given quarter and, accordingly, our
quarterly results can become less predictable and subject to
greater variability.
In addition, our future success will depend in large part on the
recovery of global economic growth generally and on growth in
various electronics industries that use semiconductors
specifically, including manufacturers of computers,
telecommunications equipment, automotive electronics, industrial
controls, consumer electronics, data networking equipment and
military equipment. The semiconductor industry has the ability
to supply more products than demand requires. Our ability to be
profitable will depend heavily upon a better supply and demand
balance within the semiconductor industry.
THE
CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY CREATES
FLUCTUATIONS IN OUR OPERATING RESULTS.
The semiconductor industry has historically been cyclical,
characterized by wide fluctuations in product supply and demand.
The industry has also experienced significant downturns, often
in connection with, or in anticipation of, maturing product
cycles and declines in general economic conditions. Global
semiconductor sales increased 9% to $248 billion in 2006,
and 3% to $256 billion in 2007. Global semiconductor sales
decreased by 3% to $249 billion in 2008, and 9% to
$226 billion in 2009. The Semiconductor Industry
Association predicts that the semiconductor industry is well
positioned for growth in 2010.
Our operating results have been harmed by industry-wide
fluctuations in the demand for semiconductors, which resulted in
under-utilization of our manufacturing capacity and declining
gross margins. In the past we have recorded significant charges
to recognize impairment in the value of our manufacturing
equipment, the cost to reduce workforce, and other restructuring
costs. Our business may be harmed in the future not only by
cyclical conditions in the semiconductor industry as a whole but
also by slower growth in any of the markets served by our
products.
The semiconductor industry is increasingly characterized by
annual seasonality and wide fluctuations of supply and demand. A
significant portion of our revenue comes from sales to customers
supplying consumer markets and international sales. As a result,
our business may be subject to seasonally lower revenues in
particular quarters of our fiscal year. The industry has also
been impacted by significant shifts in consumer demand due to
economic downturns or other factors, which may result in
diminished product demand and production over-capacity. We have
experienced substantial
quarter-to-quarter
fluctuations in revenues and operating results and expect, in
the future, to continue to experience short term
period-to-period
fluctuations in operating results due to general industry or
economic conditions.
THE
EFFECTS OF THE CURRENT GLOBAL RECESSIONARY MACROECONOMIC
ENVIRONMENT HAVE IMPACTED OUR BUSINESS, OPERATING RESULTS AND
FINANCIAL CONDITION.
The current global recessionary macroeconomic environment has
impacted levels of consumer spending, caused disruptions and
extreme volatility in global financial markets and increased
rates of default and bankruptcy. These macroeconomic
developments could continue to negatively affect our business,
operating results, or financial condition in a number of ways.
For example, current or potential customers or distributors may
not pay us or may delay paying us for previously purchased
products. In addition, if consumer spending continues to
decrease, we could experience diminished demand for our
products. Finally, if the banking system or the financial
markets continue to deteriorate or remain volatile, our
investment portfolio may be impacted and the values and
liquidity of our investments could be adversely affected.
14
WE
COULD EXPERIENCE DISRUPTION OF OUR BUSINESS AS WE TRANSITION TO
A FAB-LITE STRATEGY AND INCREASE DEPENDENCE ON OUTSIDE
FOUNDRIES, WHERE SUCH FOUNDRIES MAY NOT HAVE ADEQUATE CAPACITY
TO FULFILL OUR NEEDS AND MAY NOT MEET OUR QUALITY AND DELIVERY
OBJECTIVES OR MAY ABANDON FABRICATION PROCESSES THAT WE
REQUIRE.
As part of our fab-lite strategy, we have reduced the number of
manufacturing facilities we own. In May 2008, we completed the
sale of our North Tyneside, United Kingdom wafer fabrication
facility. In December 2008, we sold our wafer fabrication
operation in Heilbronn, Germany. In December 2009, we announced
that we had entered into an exclusivity agreement with LFoundry
GmbH for the potential sale of our Rousset, France manufacturing
operations. In the future, we will be increasingly relying on
the utilization of third-party foundry manufacturing partners.
As part of this transition we have expanded and will continue to
expand our foundry relationships by entering into new agreements
with third-party foundries. If these agreements are not
completed on a timely basis, or the transfer of production is
delayed for other reasons, the supply of certain of our products
could be disrupted, which could harm our business. In addition,
difficulties in production yields can often occur when
transitioning to a new third-party manufacturer. If such
foundries fail to deliver quality products and components on a
timely basis, our business could be harmed.
Implementation of our new fab-lite strategy will expose us to
the following risks:
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reduced control over delivery schedules and product costs;
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manufacturing costs that are higher than anticipated;
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inability of our manufacturing subcontractors to develop
manufacturing methods appropriate for our products and their
unwillingness to devote adequate capacity to produce our
products;
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possible abandonment of fabrication processes by our
manufacturing subcontractors for products that are strategically
important to us;
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decline in product quality and reliability;
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inability to maintain continuing relationships with our
suppliers;
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restricted ability to meet customer demand when faced with
product shortages; and
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increased opportunities for potential misappropriation of our
intellectual property.
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If any of the above risks are realized, we could experience an
interruption in our supply chain or an increase in costs, which
could delay or decrease our revenue or harm our business.
We hope to mitigate these risks with a strategy of qualifying
multiple subcontractors. However, there can be no guarantee that
any strategy will eliminate these risks. Additionally, since
most outside foundries are located in foreign countries, we are
subject to certain risks generally associated with contracting
with foreign manufacturers, including currency exchange
fluctuations, political and economic instability, trade
restrictions and changes in tariff and freight rates.
Accordingly, we may experience problems in timelines and the
adequacy or quality of product deliveries, any of which could
have a material adverse effect on our results of operations.
The terms on which we will be able to obtain wafer production
for our products, and the timing and volume of such production
will be substantially dependent on future agreements to be
negotiated with semiconductor foundries. We cannot be certain
that the agreements we reach with such foundries will be on
terms reasonable to us. Therefore, any agreements reached with
semiconductor foundries may be short-term and possibly
non-renewable, and hence provide less certainty regarding the
supply and pricing of wafers for our products.
During economic upturns in the semiconductor industry we will
not be able to guarantee that our third party foundries will be
able to increase manufacturing capacity to a level that meets
demand for our products, which would prevent us from meeting
increased customer demand and harm our business. Also during
times of increased demand for our products, if such foundries
are able to meet such demand, it may be at higher wafer prices,
which would reduce our gross margins on such products or require
us to offset the increased price by increasing prices for our
customers, either of which would harm our business and operating
results.
15
OUR
REVENUES ARE DEPENDENT ON SELLING THROUGH
DISTRIBUTORS.
Sales through distributors accounted for 55%, 48% and 44% of our
net revenues for the years ended December 31, 2009, 2008
and 2007, respectively. We market and sell our products through
third-party distributors pursuant to agreements that can
generally be terminated for convenience by either party upon
relatively short notice to the other party. These agreements are
non-exclusive and also permit our distributors to offer our
competitors products.
Our revenue reporting is highly dependent on receiving
pertinent, accurate and timely data from our distributors.
Distributors provide us periodic data regarding the product,
price, quantity, and end customer when products are resold as
well as the quantities of our products they still have in stock.
Because the data set is large and complex and because there may
be errors in the reported data, we must use estimates and apply
judgments to reconcile distributors reported inventories
to their activities. Actual results could vary from those
estimates.
We are dependent on our distributors to supplement our direct
marketing and sales efforts. If any significant distributor or a
substantial number of our distributors terminated their
relationship with us, decided to market our competitors
products over our products, were unable to sell our products or
were unable to pay us for products sold for any reason, our
ability to bring our products to market would be negatively
impacted, we may have difficulty in collecting outstanding
receivable balances, and we may incur other charges or
adjustments resulting in a material adverse impact to our
revenues and operating results. For example, in the three months
ended December 31, 2008, we recorded a one time bad debt
charge of $12 million related to an Asian distributor whose
business was extraordinarily impacted following their addition
to the U.S. Department of Commerce Entity List, which
prohibits us from shipping products to the distributor.
Additionally, distributors typically maintain an inventory of
our products. For certain distributors, we have signed
agreements that protect the value of their inventory of our
products against price reductions, as well as provide for rights
of return under specific conditions. In addition, certain
agreements with our distributors also contain standard stock
rotation provisions permitting limited levels of product
returns. We defer the gross margins on our sales to these
distributors until the applicable products are re-sold by the
distributors. However, in the event of an unexpected significant
decline in the price of our products or significant return of
unsold inventory, we may experience inventory write-downs,
charges to reimburse costs incurred by distributors, or other
charges or adjustments which could harm our revenues and
operating results.
WE
BUILD SEMICONDUCTORS BASED ON FORECASTED DEMAND, AND AS A
RESULT, CHANGES TO FORECASTS FROM ACTUAL DEMAND MAY RESULT IN
EXCESS INVENTORY OR OUR INABILITY TO FILL CUSTOMER ORDERS ON A
TIMELY BASIS WHICH MAY HARM OUR BUSINESS.
We schedule production and build semiconductor devices based
primarily on our internal forecasts, as well as non-binding
forecasts from customers for orders that may be cancelled or
rescheduled with short notice. Our customers frequently place
orders requesting product delivery in a much shorter period than
our lead time to fully fabricate and test devices. Because the
markets we serve are volatile and subject to rapid
technological, price and end user demand changes, our forecasts
of unit quantities to build may be significantly incorrect.
Changes to forecasted demand from actual demand may result in us
producing unit quantities in excess of orders from customers,
which could result in the need to record additional expense for
the write-down of inventory, negatively affecting gross margins
and results of operations.
As we transition to increased dependence on outside foundries,
we will have less control over modifying production schedules to
match changes in forecasted demand. If we commit to obtaining
foundry wafers and cannot cancel or reschedule commitments
without material costs or cancellation penalties, we may be
forced to purchase inventory in excess of demand, which could
result in a write-down of inventories negatively affecting gross
margins and results of operations.
Conversely, failure to produce or obtain sufficient wafers for
increased demand could cause us to miss revenue opportunities
and, if significant, could impact our customers ability to
sell products, which could adversely affect our customer
relationships and thereby materially adversely affect our
business, financial condition and results of operations.
16
OUR
INTERNATIONAL SALES AND OPERATIONS ARE SUBJECT TO APPLICABLE
LAWS RELATING TO TRADE AND EXPORT CONTROLS, AND A VIOLATION OF,
OR CHANGE IN, THESE LAWS COULD ADVERSELY AFFECT OUR
OPERATIONS.
For hardware, software or technology exported from the
U.S. or otherwise subject to U.S. jurisdiction, we are
subject to U.S. laws and regulations governing
international trade and exports, including, but not limited to
the International Traffic in Arms Regulations
(ITAR), the Export Administration Regulations
(EAR) and trade sanctions against embargoed
countries and destinations administered by the
U.S. Department of the Treasury, Office of Foreign Assets
Control (OFAC). Hardware, software and technology
exported from other countries may also be subject to local laws
and regulations governing international trade. Under these laws
and regulations, we are responsible for obtaining all necessary
licenses or other approvals, if required, for exports of
hardware, software and technology, as well as the provision of
technical assistance. We are also required to obtain export
licenses, if required, prior to transferring technical data or
software to foreign persons. In addition, we are required to
obtain necessary export licenses prior to the export or
re-export of hardware, software and technology (i) to any
person, entity, organization or other party identified on the
U.S. Department of Commerce Denied Persons or Entity List,
the U.S. Department of Treasurys Specially Designated
Nationals or Blocked Persons List or the Department of
States Debarred List; or (ii) for use in nuclear,
chemical/biological weapons, rocket systems or unmanned air
vehicle applications. We are enhancing our export compliance
program, including analyzing product shipments and technology
transfers, working with U.S. government officials to ensure
compliance with applicable U.S. export laws and regulations
and developing additional operational procedures. A
determination by the U.S. or local government that we have
failed to comply with one or more of these export control laws
or trade sanctions, including failure to properly restrict an
export to the persons, entities or countries set forth on the
government restricted party lists, could result in civil or
criminal penalties, including the imposition of significant
fines, denial of export privileges, loss of revenues from
certain customers, and debarment from participation in
U.S. government contracts. Further, a change in these laws
and regulations could restrict our ability to export to
previously permitted countries, customers, distributors or other
third parties. Any one or more of these sanctions or a change in
law or regulations could have a material adverse effect on our
business, financial condition and results of operations.
WE ARE
EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES THAT COULD
NEGATIVELY IMPACT OUR FINANCIAL RESULTS AND CASH FLOWS, AND
REVENUES AND COSTS DENOMINATED IN FOREIGN CURRENCIES COULD
ADVERSELY IMPACT OUR OPERATING RESULTS WITH CHANGES IN THESE
FOREIGN CURRENCIES AGAINST THE DOLLAR.
Because a significant portion of our business is conducted
outside the United States, we face exposure to adverse movements
in foreign currency exchange rates. These exposures may change
over time as business practices evolve and could have a material
adverse impact on our financial results and cash flows. Our
primary exposure relates to operating expenses in Europe, where
a significant amount of our manufacturing is located.
When we take an order denominated in a foreign currency we will
receive fewer dollars than we initially anticipated if that
local currency weakens against the dollar before we ship our
product, which will reduce revenue. Conversely, revenues will be
positively impacted if the local currency strengthens against
the dollar. In Europe, where we have significant operations and
costs denominated in European currencies, our costs will
decrease if the local currency weakens. Conversely, our costs
will increase if the local currency strengthens against the
dollar. The net effect of average exchange rates in the year
ended December 31, 2009, compared to the average exchange
rates in the years ended December 31, 2008, resulted in a
favorable impact to operating results of $21 million in
2009. This impact is determined assuming that all foreign
currency denominated transactions that occurred in the year
ended December 31, 2009 were recorded using the average
foreign currency exchange rates in the same period in 2008. Net
revenues denominated in foreign currencies, were 24%, 23% and
22% of total net revenues in the years ended December 31,
2009, 2008 and 2007, respectively. Costs denominated in foreign
currencies, were 39%, 47% and 51% of total costs in the years
ended December 31, 2009, 2008 and 2007, respectively.
We also face the risk that our accounts receivables denominated
in foreign currencies will be devalued if such foreign
currencies weaken quickly and significantly against the dollar.
Approximately 29% and 30% of our accounts receivable were
denominated in foreign currencies as of December 31, 2009
and 2008, respectively.
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We also face the risk that our accounts payable and debt
obligations denominated in foreign currencies will increase if
such foreign currencies strengthen quickly and significantly
against the dollar. Approximately 27% and 36% of our accounts
payables were denominated in foreign currencies as of
December 31, 2009 and 2008, respectively. Approximately 15%
and 12% of our debt obligations were denominated in foreign
currencies as of December 31, 2009 and 2008, respectively.
WE
DEPEND ON INDEPENDENT ASSEMBLY CONTRACTORS WHICH MAY NOT HAVE
ADEQUATE CAPACITY TO FULFILL OUR NEEDS AND WHICH MAY NOT MEET
OUR QUALITY AND DELIVERY OBJECTIVES.
We currently manufacture a majority of the wafers for our
products at our fabrication facilities. The wafers are then
sorted and tested at our facilities. After wafer testing, we
ship the wafers to one of our independent assembly contractors
located in China, Indonesia, Japan, Malaysia, the Philippines,
South Korea, Taiwan or Thailand where the wafers are separated
into die, packaged and, in some cases, tested. Our reliance on
independent contractors to assemble, package and test our
products involves significant risks, including reduced control
over quality and delivery schedules, the potential lack of
adequate capacity and discontinuance or phase-out of the
contractors assembly processes. These independent
contractors may not continue to assemble, package and test our
products for a variety of reasons. Moreover, because our
assembly contractors are located in foreign countries, we are
subject to certain risks generally associated with contracting
with foreign suppliers, including currency exchange
fluctuations, political and economic instability, trade
restrictions, including export controls, and changes in tariff
and freight rates. Accordingly, we may experience problems in
timelines and the adequacy or quality of product deliveries, any
of which could have a material adverse effect on our results of
operations.
WE
FACE BUSINESS DISRUPTION RISKS AS WELL AS THE RISK OF
SIGNIFICANT UNANTICIPATED COSTS ASSOCIATED WITH DISPOSAL OR
RESTRUCTURING ACTIVITIES.
In the first quarter of 2009, we announced our intention to
pursue strategic alternatives for our ASIC business and related
manufacturing assets as part of our transformation plan, which
is aimed at focusing on our high-growth and high-margin
businesses. In December 2009, we announced that we had entered
into an exclusivity agreement with LFoundry GmbH for the
potential sale of our Rousset, France manufacturing operations.
In January 2010, we announced that following a comprehensive
review of alternatives for our ASIC business, we would continue
to explore the potential sale of our Smart Card (SMS) business
located in Rousset, France and East Kilbride, UK and that we
intended to discontinue potential sale discussions for our
Customer Specific Products (CSP) and Aerospace businesses. We
are continually reviewing potential changes in our business and
asset portfolio throughout our worldwide operations, including
those located in Europe in order to enhance our overall
competitiveness and viability. However, reducing our wafer
fabrication capacity involves significant potential costs and
delays, particularly in Europe, where the extensive statutory
protection of employees imposes substantial restrictions on
employers when the market requires downsizing. We may incur
additional costs including compensation to employees and the
potential requirement to repay governmental subsidies. We may
experience further delays to completing the sale of the Rousset
manufacturing operations due to local government agencies and
requirements and approvals of governmental and judicial bodies.
We have in the past and may in the future experience labor union
or workers council objections, or labor unrest actions
(including possible strikes), which could result in reduced
production output. Significant reductions to output or increases
in cost could harm our business and operating results.
We continue to evaluate the existing restructuring accruals
related to previously implemented restructuring plans. As a
result, there may be additional restructuring charges or
reversals or recoveries of previous charges. However, we may
incur additional restructuring and asset impairment charges in
connection with additional restructuring plans adopted in the
future. Any such restructuring or asset impairment charges
recorded in the future could significantly harm our business and
operating results.
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OUR
INTENTION TO PURSUE THE SALE OF OUR FABRICATION FACILITY IN
ROUSSET, FRANCE MAY IN THE FUTURE TRIGGER IMPAIRMENT CHARGES
AND/OR RESULT IN A LOSS ON SALE OF ASSETS.
On December 17, 2009, we announced that we entered into an
exclusivity agreement with LFoundry GmbH for the purchase of our
manufacturing operations in Rousset, France. As a result of this
agreement, we determined that certain assets and liabilities
were no longer included in the disposal group as they were not
being acquired or assumed by the buyer, and as result, we
reclassified these assets and liabilities back to held and used
as of December 31, 2009 and recorded an asset impairment
charge of $80 million. The assets and liabilities that
remain in the disposal group are classified as held for sale and
are carried on the consolidated balance sheet at
December 31, 2009, at the lower of their carrying amount or
fair value less cost to sell. In determining any potential write
down of these assets and liabilities, we considered both the net
book value of the disposal group, which was $83 million and
also a credit balance of $129 million related to foreign
currency translation adjustments (CTA balance) that
is recorded within stockholders equity. As a result, no
impairment charge was recorded for the disposal group as its
carrying value, net of the CTA balance, cannot be reduced to
below zero. The CTA balance remaining in stockholders
equity at the date of sale will be released to the statement of
operations at that date.
IF WE
ARE UNABLE TO IMPLEMENT NEW MANUFACTURING TECHNOLOGIES OR FAIL
TO ACHIEVE ACCEPTABLE MANUFACTURING YIELDS, OUR BUSINESS WOULD
BE HARMED.
Whether demand for semiconductors is rising or falling, we are
constantly required by competitive pressures in the industry to
successfully implement new manufacturing technologies in order
to reduce the geometries of our semiconductors and produce more
integrated circuits per wafer. We are developing processes that
support effective feature sizes as small as 0.13-microns, and we
are studying how to implement advanced manufacturing processes
with even smaller feature sizes such as 0.065-microns.
Fabrication of our integrated circuits is a highly complex and
precise process, requiring production in a tightly controlled,
clean environment. Minute impurities, difficulties in the
fabrication process, defects in the masks used to print circuits
on a wafer or other factors can cause a substantial percentage
of wafers to be rejected or numerous die on each wafer to be
nonfunctional. Whether through the use of our foundries or
third-party manufacturers, we may experience problems in
achieving acceptable yields in the manufacture of wafers,
particularly during a transition in the manufacturing process
technology for our products.
We have previously experienced production delays and yield
difficulties in connection with earlier expansions of our wafer
fabrication capacity or transitions in manufacturing process
technology. Production delays or difficulties in achieving
acceptable yields at any of our fabrication facilities or at the
fabrication facilities of our third-party manufacturers could
materially and adversely affect our operating results. We may
not be able to obtain the additional cash from operations or
external financing necessary to fund the implementation of new
manufacturing technologies.
WE MAY
FACE THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT
COULD BE COSTLY TO DEFEND AND RESULT IN LOSS OF SIGNIFICANT
RIGHTS.
The semiconductor industry is characterized by vigorous
protection and pursuit of IP rights or positions, which have on
occasion resulted in significant and often protracted and
expensive litigation. We from time to time receive
communications from third parties asserting patent or other IP
rights covering our products or processes. In order to avoid
the significant costs associated with our defense in litigation
involving such claims, we may license the use of the
technologies that are the subject of these claims from such
companies and be required to make corresponding royalty
payments, which may harm our operating results.
We have in the past been involved in intellectual property
infringement lawsuits, which harmed our operating results. It is
possible that we will be involved in other intellectual property
infringement lawsuits in the future. The cost of defending
against such lawsuits, in terms of management time and
attention, legal fees and product delays, can be substantial.
Moreover, if such infringement lawsuits are successful, we may
be prohibited from using the
19
technologies at issue in the lawsuits, and if we are unable to
(1) obtain a license on acceptable terms, (2) license
a substitute technology or (3) design new technology to
avoid infringement, our business and operating results may be
significantly harmed.
We have several cross-license agreements with other companies.
In the future, it may be necessary or advantageous for us to
obtain additional patent licenses from existing or other
parties, but these license agreements may not be available to us
on acceptable terms, if at all.
OUR
MARKETS ARE HIGHLY COMPETITIVE, AND IF WE DO NOT COMPETE
EFFECTIVELY, WE MAY SUFFER PRICE REDUCTIONS, REDUCED REVENUES,
REDUCED GROSS MARGINS AND LOSS OF MARKET SHARE.
We compete in markets that are intensely competitive and
characterized by rapid technological change, product
obsolescence and price decline. Throughout our product line, we
compete with a number of large semiconductor manufacturers, such
as AMD, Cypress, Freescale, Fujitsu, Hitachi, IBM, Infineon,
Intel, LSI Logic, Microchip, Philips, Renesas, Samsung, Sharp,
Spansion, STMicroelectronics, Synaptics, Texas Instruments and
Toshiba. Some of these competitors have substantially greater
financial, technical, marketing and management resources than we
do. As we have introduced new products we are increasingly
competing directly with these companies, and we may not be able
to compete effectively. We also compete with emerging companies
that are attempting to sell products in specialized markets that
our products address. We compete principally on the basis of the
technical innovation and performance of our products, including
their speed, density, power usage, reliability and specialty
packaging alternatives, as well as on price and product
availability. During the last several years, we have experienced
significant price competition in several business segments,
especially in our nonvolatile memory segment for EPROM, Serial
EEPROM and Flash memory products, as well as in our commodity
microcontrollers and smart cards. We expect continuing
competitive pressures in our markets from existing competitors,
new entrants, new technology and cyclical demand, among other
factors, will likely maintain the recent trend of declining
average selling prices for our products.
In addition to the factors described above, our ability to
compete successfully depends on a number of factors, including
the following:
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our success in designing and manufacturing new products that
implement new technologies and processes;
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our ability to offer integrated solutions using our advanced
nonvolatile memory process with other technologies;
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the rate at which customers incorporate our products into their
systems;
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product introductions by our competitors;
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the number and nature of our competitors in a given market;
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the incumbency of our competitors as potential new customers;
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our ability to minimize production costs by outsourcing our
manufacturing, assembly and testing functions; and
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general market and economic conditions.
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Many of these factors are outside of our control, and may cause
us to be unable to compete successfully in the future.
WE
MUST KEEP PACE WITH TECHNOLOGICAL CHANGE TO REMAIN
COMPETITIVE.
The average selling prices of our products historically have
decreased over the products lives and are expected to
continue to do so. As a result, our future success depends on
our ability to develop and introduce new products which compete
effectively on the basis of price and performance and which
address customer requirements. We are continually designing and
commercializing new and improved products to maintain our
competitive position. These new products typically are more
technologically complex than their predecessors, and thus have
increased potential for delays in their introduction.
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The success of new product introductions is dependent upon
several factors, including timely completion and introduction of
new product designs, achievement of acceptable fabrication
yields and market acceptance. Our development of new products
and our customers decisions to design them into their
systems can take as long as three years, depending upon the
complexity of the device and the application. Accordingly, new
product development requires a long-term forecast of market
trends and customer needs, and the successful introduction of
our products may be adversely affected by competing products or
by technologies serving the markets addressed by our products.
Our qualification process involves multiple cycles of testing
and improving a products functionality to ensure that our
products operate in accordance with design specifications. If we
experience delays in the introduction of new products, our
future operating results could be harmed.
In addition, new product introductions frequently depend on our
development and implementation of new process technologies, and
our future growth will depend in part upon the successful
development and market acceptance of these process technologies.
Our integrated solution products require more technically
sophisticated sales and marketing personnel to market these
products successfully to customers. We are developing new
products with smaller feature sizes, the fabrication of which
will be substantially more complex than fabrication of our
current products. If we are unable to design, develop,
manufacture, market and sell new products successfully, our
operating results will be harmed. Our new product development,
process development or marketing and sales efforts may not be
successful, our new products may not achieve market acceptance
and price expectations for our new products may not be achieved,
any of which could harm our business.
OUR
OPERATING RESULTS ARE HIGHLY DEPENDENT ON OUR INTERNATIONAL
SALES AND OPERATIONS, WHICH EXPOSES US TO VARIOUS
RISKS.
Net revenues outside the United States accounted for 83%, 86%
and 87% of our net revenues in the years ended December 31,
2009, 2008 and 2007, respectively. We expect that revenues
derived from international sales will continue to represent a
significant portion of net revenues. International sales and
operations are subject to a variety of risks, including:
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greater difficulty in protecting intellectual property;
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reduced flexibility and increased cost of staffing adjustments,
particularly in France;
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longer collection cycles;
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legal and regulatory requirements, including antitrust laws,
export license requirements, trade barriers, tariffs and tax
laws, and environmental and privacy regulations and changes to
those laws and regulations; and
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general economic and political conditions in these foreign
markets.
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Some of our distributors, third-party foundries and other
business partners also have international operations and are
subject to the risks described above. Even if we are able to
manage the risks of international operations successfully, our
business may be materially adversely affected if our
distributors, third-party foundries and other business partners
are not able to manage these risks successfully.
Further, we purchase a significant portion of our raw materials
and equipment from foreign suppliers, and we incur labor and
other operating costs in foreign currencies, particularly at our
French manufacturing facility. As a result, our costs will
fluctuate along with the currencies and general economic
conditions in the countries in which we do business, which could
harm our operating results.
Approximately 24%, 23% and 22% of our net revenues in the years
ended December 31, 2009, 2008 and 2007, respectively, were
denominated in foreign currencies. Operating costs denominated
in foreign currencies, were approximately 39%, 47% and 51% of
our total operating costs in the years ended December 31,
2009, 2008 and 2007, respectively.
21
OUR
OPERATIONS AND FINANCIAL RESULTS COULD BE HARMED BY NATURAL
DISASTERS OR TERRORIST ACTS.
Since the terrorist attacks on the World Trade Center and the
Pentagon in 2001, certain insurance coverage has either been
reduced or made subject to additional conditions by our
insurance carriers, and we have not been able to maintain all
necessary insurance coverage at a reasonable cost. Instead, we
have relied to a greater degree on self-insurance. For example,
we now self-insure property losses up to $10 million per
event. Our headquarters, some of our manufacturing facilities,
the manufacturing facilities of third party foundries and some
of our major vendors and customers facilities are
located near major earthquake faults and in potential terrorist
target areas. If a major earthquake, other disaster or a
terrorist act impacts us and insurance coverage is unavailable
for any reason, we may need to spend significant amounts to
repair or replace our facilities and equipment, we may suffer a
temporary halt in our ability to manufacture and transport
products and we could suffer damages of an amount sufficient to
harm our business, financial condition and results of operations.
A LACK
OF EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING COULD
RESULT IN AN INABILITY TO ACCURATELY REPORT OUR FINANCIAL
RESULTS, WHICH COULD LEAD TO A LOSS OF INVESTOR CONFIDENCE IN
OUR FINANCIAL REPORTS AND HAVE AN ADVERSE EFFECT ON OUR STOCK
PRICE.
Effective internal controls are necessary for us to provide
reliable financial reports. If we cannot provide reliable
financial reports or prevent fraud, our business and operating
results could be harmed. We have in the past discovered, and may
in the future discover, deficiencies in our internal controls.
Evaluations of the effectiveness of our internal controls in the
future may lead our management to determine that internal
control over financial reporting is no longer effective. Such
conclusions may result from our failure to implement controls
for changes in our business, or deterioration in the degree of
compliance with our policies or procedures.
A failure to maintain effective internal control over financial
reporting, including a failure to implement effective new
controls to address changes to our business, could result in a
material misstatement of our consolidated financial statements
or cause us to fail to meet our financial reporting obligations.
This, in turn, could result in a loss of investor confidence in
the accuracy and completeness of our financial reports, which
could have an adverse effect on our stock price.
OUR
DEBT LEVELS COULD HARM OUR ABILITY TO OBTAIN ADDITIONAL
FINANCING, AND OUR ABILITY TO MEET OUR DEBT OBLIGATIONS WILL BE
DEPENDENT UPON OUR FUTURE PERFORMANCE.
As of December 31, 2009, our total debt was
$95 million, compared to $145 million at
December 31, 2008. Our
debt-to-equity
ratio was 0.82 and 0.91 at December 31, 2009 and 2008,
respectively. Increases in our
debt-to-equity
ratio could adversely affect our ability to obtain additional
financing for working capital, acquisitions or other purposes
and make us more vulnerable to industry downturns and
competitive pressures.
From time to time our ability to meet our debt obligations will
depend upon our ability to raise additional financing and on our
future performance and ability to generate substantial cash flow
from operations, which will be subject to financial, business
and other factors affecting our operations, many of which are
beyond our control. If we are unable to meet debt obligations or
otherwise are obliged to repay any debt prior to its due date,
our available cash would be depleted, perhaps seriously, and our
ability to fund operations harmed. In addition, our ability to
service long-term debt in the U.S. or to obtain cash for
other needs from our foreign subsidiaries may be structurally
impeded, as a substantial portion of our operations are
conducted through our foreign subsidiaries. Our cash flow and
ability to service debt are partially dependent upon the
liquidity and earnings of our subsidiaries as well as the
distribution of those earnings, or repayment of loans or other
payments of funds by those subsidiaries, to the U.S. parent
corporation. These foreign subsidiaries are separate and
distinct legal entities and may have limited or no obligation,
contingent or otherwise, to pay any amount to us, whether by
dividends, distributions, loans or any other form.
We intend to continue to make capital investments to support new
products and manufacturing processes that achieve manufacturing
cost reductions and improved yields. We may seek additional
equity or debt financing to
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fund operations, strategic transactions, or other projects. The
timing and amount of such capital requirements cannot be
precisely determined at this time and will depend on a number of
factors, including demand for products, product mix, changes in
semiconductor industry conditions and competitive factors.
Additional debt or equity financing may not be available when
needed or, if available, may not be available on satisfactory
terms.
PROBLEMS
THAT WE EXPERIENCE WITH KEY CUSTOMERS OR DISTRIBUTORS MAY HARM
OUR BUSINESS.
Our ability to maintain close, satisfactory relationships with
large customers is important to our business. A reduction,
delay, or cancellation of orders from our large customers would
harm our business. The loss of one or more of our key customers,
or reduced orders by any of our key customers, could harm our
business and results of operations. Moreover, our customers may
vary order levels significantly from period to period, and
customers may not continue to place orders with us in the future
at the same levels as in prior periods.
We sell many of our products through distributors. Our
distributors could experience financial difficulties, including
lack of access to credit, or otherwise reduce or discontinue
sales of our products. Our distributors could commence or
increase sales of our competitors products. Distributors
typically are not highly capitalized and may experience
difficulties during times of economic contraction. If our
distributors were to become insolvent, their inability to
maintain their business and sales could negatively impact our
business and revenue. Also, one or more of our distributors or
their affiliates may be identified in the future on the
U.S. Department of Commerce Denied Persons or Entity List,
the U.S. Department of Treasurys Specially Designated
Nationals or Blocked Persons Lists, or the Department of
States Debarred Parties List, in which case we would not
be permitted to sell our products through such distributors. In
any of these cases, our business or results from operations
could be materially harmed. For example, in the three months
ended December 31, 2008, we took a one-time charge for a
bad debt provision of $12 million related to an Asian
distributor whose business was impacted following their addition
to the U.S. Department of Commerce Entity List, which
prohibits us from shipping products to the distributor.
Our sales terms for Asian distributors generally include no
rights of return and no stock rotation privileges. However, as
we evaluate how to refine our distribution strategy, we may need
to modify our sales terms or make changes to our distributor
base, which may impact our future revenues in this region. It
may take time for us to convert systems and processes to support
modified sales terms. It may also take time for us to identify
financially viable distributors and help them develop high
quality support services. There can be no assurances that we
will be able to manage these changes in an efficient and timely
manner, or that our net revenues, result of operations and
financial position will not be negatively impacted as a result.
WE ARE
NOT PROTECTED BY LONG-TERM CONTRACTS WITH OUR
CUSTOMERS.
We do not typically enter into long-term contracts with our
customers, and we cannot be certain as to future order levels
from our customers. When we do enter into a long-term contract,
the contract is generally terminable at the convenience of the
customer. In the event of an early termination by one of our
major customers, it is unlikely that we will be able to rapidly
replace that revenue source, which would harm our financial
results.
WE ARE
SUBJECT TO ENVIRONMENTAL REGULATIONS, WHICH COULD IMPOSE
UNANTICIPATED REQUIREMENTS ON OUR BUSINESS IN THE FUTURE. ANY
FAILURE TO COMPLY WITH CURRENT OR FUTURE ENVIRONMENTAL
REGULATIONS MAY SUBJECT US TO LIABILITY OR SUSPENSION OF OUR
MANUFACTURING OPERATIONS.
We are subject to a variety of international, federal, state and
local governmental regulations related to the discharge or
disposal of toxic, volatile or otherwise hazardous chemicals
used in our manufacturing processes. Increasing public attention
has been focused on the environmental impact of semiconductor
operations. Although we have not experienced any material
adverse effect on our operations from environmental regulations,
any changes in such regulations or in their enforcement may
impose the need for additional capital equipment or other
requirements. If for any reason we fail to control the use of,
or to restrict adequately the discharge of, hazardous substances
under present or future regulations, we could be subject to
substantial liability or our manufacturing operations could be
suspended.
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We also could face significant costs and liabilities in
connection with product take-back legislation. We record a
liability for environmental remediation and other environmental
costs when we consider the costs to be probable and the amount
of the costs can be reasonably estimated. The European Union
(EU) has enacted the Waste Electrical and Electronic
Equipment Directive, which makes producers of electrical goods,
including computers and printers, financially responsible for
specified collection, recycling, treatment and disposal of past
and future covered products. The deadline for the individual
member states of the EU to enact the directive in their
respective countries was August 13, 2004 (such legislation,
together with the directive, the WEEE Legislation).
Producers participating in the market became financially
responsible for implementing these responsibilities beginning in
August 2005. Our potential liability resulting from the WEEE
Legislation may be substantial. Similar legislation has been or
may be enacted in other jurisdictions, including in the United
States, Canada, Mexico, China and Japan, the cumulative impact
of which could be significant.
WE
DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF ANY KEY
PERSONNEL MAY SERIOUSLY HARM OUR BUSINESS.
Our future success depends in large part on the continued
service of our key technical and management personnel, and on
our ability to continue to attract and retain qualified
employees, particularly those highly skilled design, process and
test engineers involved in the manufacture of existing products
and in the development of new products and processes. The
competition for such personnel is intense, and the loss of key
employees, none of whom is subject to an employment agreement
for a specified term or a post-employment non-competition
agreement, could harm our business.
ACCOUNTING
FOR OUR PERFORMANCE-BASED RESTRICTED STOCK UNITS IS SUBJECT TO
JUDGMENT AND MAY LEAD TO UNPREDICTABLE EXPENSE
RECOGNITION.
We have issued performance-based restricted stock units to
eligible employees payable to a maximum of 10 million
shares of our common stock under the 2005 Stock Plan. These
restricted stock units vest only if we achieve certain quarterly
operating margin performance criteria over the performance
period of July 1, 2008 to December 31, 2012. Until
restricted stock units are vested, they do not have the voting
rights of common stock and the shares underlying the awards are
not considered issued and outstanding. We recognize the
stock-based compensation expense for performance-based
restricted stock units when we believe it is probable that we
will achieve certain future quarterly operating margin
performance criteria. If achieved, the award vests over a
specified remaining performance period. If the performance goals
are not met, no compensation expense is recognized and any
previously recognized compensation expense is reversed. The
expected cost of each award is reflected over the performance
period and is reduced for estimated forfeitures.
In the fourth quarter of 2009, after significant improvement to
operating results and customer order rates, we recorded
stock-based compensation expense of $3 million, as we
re-assessed the probability of achieving the performance
criteria and estimated that it is probable that a portion of the
performance criteria will be achieved by December 31, 2012.
We are required to reassess this probability at each reporting
date, and any change in our forecasts may result in an increase
or decrease to the expense recognized.
BUSINESS
INTERRUPTIONS COULD HARM OUR BUSINESS.
Our operations are vulnerable to interruption by fire,
earthquake, power loss, telecommunications failure and other
events beyond our control. We do not have a detailed disaster
recovery plan. In addition, business interruption insurance may
not be enough to compensate us for losses that may occur and any
losses or damages incurred by us as a result of business
interruptions could significantly harm our business.
SYSTEM
INTEGRATION DISRUPTIONS COULD HARM OUR BUSINESS.
We periodically make enhancements to our integrated financial
and supply chain management systems. This process is complex,
time-consuming and expensive. Operational disruptions during the
course of this process or delays in the implementation of these
enhancements could impact our operations. Our ability to
forecast sales demand, ship products, manage our product
inventory and record and report financial and management
information on a timely and accurate basis could be impaired
while we are making these enhancements.
24
PROVISIONS
IN OUR RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS MAY HAVE
ANTI-TAKEOVER EFFECTS.
Certain provisions of our Restated Certificate of Incorporation,
our Bylaws and Delaware law could make it more difficult for a
third party to acquire us, even if doing so would benefit our
stockholders. Our board of directors has the authority to issue
up to 5 million shares of preferred stock and to determine
the price, voting rights, preferences and privileges and
restrictions of those shares without the approval of our
stockholders. The rights of the holders of common stock will be
subject to, and may be harmed by, the rights of the holders of
any shares of preferred stock that may be issued in the future.
The issuance of preferred stock may delay, defer or prevent a
change in control, by making it more difficult for a third party
to acquire a majority of our stock. In addition, the issuance of
preferred stock could have a dilutive effect on our
stockholders. We have no present plans to issue shares of
preferred stock.
OUR
FOREIGN PENSION PLANS ARE UNFUNDED, AND ANY REQUIREMENT TO
FUND THESE PLANS IN THE FUTURE COULD NEGATIVELY IMPACT OUR
CASH POSITION AND OPERATING CAPITAL.
We sponsor defined benefit pension plans that cover
substantially all of our French and German employees. Plan
benefits are managed in accordance with local statutory
requirements. Benefits are based on years of service and
employee compensation levels. Pension benefits payable totaled
$29 million and $27 million at December 31, 2009
and 2008, respectively. The plans are non-funded, in compliance
with local statutory regulations, and we have no immediate
intention of funding these plans. Benefits are paid when amounts
become due, commencing when participants retire. Cash funding
for benefits paid in was $1 million in 2009, and we expect
to pay approximately $1 million in 2010. Should legislative
regulations require complete or partial funding of these plans
in the future, it could negatively impact our cash position and
operating capital.
FUTURE
ACQUISITIONS MAY RESULT IN UNANTICIPATED ACCOUNTING CHARGES OR
OTHERWISE ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND RESULT
IN DIFFICULTIES IN ASSIMILATING AND INTEGRATING THE OPERATIONS,
PERSONNEL, TECHNOLOGIES, PRODUCTS AND INFORMATION SYSTEMS OF
ACQUIRED COMPANIES OR BUSINESSES, OR BE DILUTIVE TO EXISTING
STOCKHOLDERS.
A key element of our business strategy includes expansion
through the acquisition of businesses, assets, products or
technologies that allow us to complement our existing product
offerings, expand our market coverage, increase our skilled
engineering workforce or enhance our technological capabilities.
Between January 1, 1999 and December 31, 2009, we
acquired four companies and certain assets of three other
businesses. We continually evaluate and explore strategic
opportunities as they arise, including business combination
transactions, strategic partnerships, and the purchase or sale
of assets, including tangible and intangible assets such as
intellectual property. For example, on March 6, 2008, we
completed the purchase of Quantum, a developer of capacitive
sensing IP and solutions for user interfaces.
Acquisitions may require significant capital infusions,
typically entail many risks and could result in difficulties in
assimilating and integrating the operations, personnel,
technologies, products and information systems of acquired
companies or businesses. We have in the past experienced and may
in the future experience, delays in the timing and successful
integration of an acquired companys technologies and
product development through volume production, unanticipated
costs and expenditures, changing relationships with customers,
suppliers and strategic partners, or contractual, intellectual
property or employment issues. In addition, key personnel of an
acquired company may decide not to work for us. The acquisition
of another company or its products and technologies may also
require us to enter into a geographic or business market in
which we have little or no prior experience. These challenges
could disrupt our ongoing business, distract our management and
employees, harm our reputation and increase our expenses. These
challenges are magnified as the size of the acquisition
increases. Furthermore, these challenges would be even greater
if we acquired a business or entered into a business combination
transaction with a company that was larger and more difficult to
integrate than the companies we have historically acquired.
25
Acquisitions may require large one-time charges and can result
in increased debt or contingent liabilities, adverse tax
consequences, additional stock-based compensation expense and
the recording and later amortization of amounts related to
certain purchased intangible assets, any of which items could
negatively impact our results of operations. In addition, we may
record goodwill in connection with an acquisition and incur
goodwill impairment charges in the future. Any of these charges
could cause the price of our common stock to decline. Effective
January 1, 2009, we adopted an amendment to the accounting
standard on business combinations. The accounting standard will
have an impact on our consolidated financial statements,
depending upon the nature, terms and size of the acquisitions we
consummate in the future.
Acquisitions or asset purchases made entirely or partially for
cash may reduce our cash reserves. We may seek to obtain
additional cash to fund an acquisition by selling equity or debt
securities. Any issuance of equity or convertible debt
securities may be dilutive to our existing stockholders.
We cannot assure you that we will be able to consummate any
pending or future acquisitions or that we will realize any
anticipated benefits from these acquisitions. We may not be able
to find suitable acquisition opportunities that are available at
attractive valuations, if at all. Even if we do find suitable
acquisition opportunities, we may not be able to consummate the
acquisitions on commercially acceptable terms, and any decline
in the price of our common stock may make it significantly more
difficult and expensive to initiate or consummate additional
acquisitions.
We are required under U.S. GAAP to test goodwill for
possible impairment on an annual basis and at any other time
that circumstances arise indicating the carrying value may not
be recoverable. At December 31, 2009, we had
$56 million of goodwill. We completed our annual test of
goodwill impairment in the fourth quarter of 2009 and concluded
that we did not have any impairment at that time. However, if we
continue to see deterioration in the global economy and the
current market conditions in the semiconductor industry worsen,
the carrying amount of our goodwill may no longer be
recoverable, and we may be required to record a material
impairment charge, which would have a negative impact on our
results of operations.
WE MAY
NOT BE ABLE TO EFFECTIVELY UTILIZE ALL OF OUR MANUFACTURING
CAPACITY, WHICH MAY NEGATIVELY IMPACT OUR
BUSINESS.
The manufacture and assembly of semiconductor devices requires
significant fixed investment in manufacturing facilities,
specialized equipment, and a skilled workforce. If we are unable
to fully utilize our own fabrication facilities due to decreased
demand, significant shift in product mix, obsolescence of the
manufacturing equipment installed, lower than anticipated
manufacturing yields, or other reasons, our operating results
will suffer. Our inability to produce at anticipated output
levels could include delays in the recognition of revenue, loss
of revenue or future orders or customer-imposed penalties for
failure to meet contractual shipment deadlines.
Our operating results are also adversely affected when we
operate at production levels below optimal capacity. Lower
capacity utilization results in certain costs being charged
directly to expense and lower gross margins. During 2007, we
lowered production levels significantly at our North Tyneside,
United Kingdom manufacturing facility to avoid building more
inventory than we were forecasting orders for. As a result,
operating costs for these periods were higher than in prior
periods negatively impacting gross margins. We closed our North
Tyneside manufacturing facility in the first quarter of 2008. In
addition, our other manufacturing facilities could experience
conditions requiring production levels to be reduced below
optimal capacity levels. If we are unable to operate our
manufacturing facilities at optimal production levels, our
operating costs will increase and gross margin and results from
operations will be negatively impacted. Gross margins were
negatively impacted in the year ended December 31, 2009
primarily due to factory under utilization costs, as well as
higher
per-unit
costs, resulting from reduced factory loading at our wafer
fabrication and test facilities.
Our manufacturing facilities could experience conditions in the
future requiring production levels to be reduced below optimal
capacity levels. If we are unable to operate our manufacturing
facilities at optimal production levels, our operating costs
will increase and gross margin and results from operations will
be negatively impacted.
26
DISRUPTIONS
TO THE AVAILABILITY OF RAW MATERIALS CAN IMPACT OUR ABILITY TO
SUPPLY PRODUCTS TO OUR CUSTOMERS, WHICH COULD SERIOUSLY HARM OUR
BUSINESS.
The manufacture of semiconductor devices requires specialized
raw materials, primarily certain types of silicon wafers. We
generally utilize more than one source to acquire these wafers,
but there are only a limited number of qualified suppliers
capable of producing these wafers in the market. The raw
materials and equipment necessary for our business could become
more difficult to obtain as worldwide use of semiconductors in
product applications increases. We have experienced supply
shortages from time to time in the past, and on occasion our
suppliers have told us they need more time than expected to fill
our orders. Any significant interruption of the supply of raw
materials could harm our business.
WE
COULD FACE PRODUCT LIABILITY CLAIMS THAT RESULT IN SIGNIFICANT
COSTS AND DAMAGE TO OUR REPUTATION WITH CUSTOMERS, WHICH WOULD
NEGATIVELY IMPACT OUR OPERATING RESULTS.
All of our products are sold with a limited warranty. However,
we could incur costs not covered by our warranties, including
additional labor costs, costs for replacing defective parts,
reimbursement to customers for damages incurred in correcting
their defective products, costs for product recalls or other
damages. These costs could be disproportionately higher than the
revenue and profits we receive from the sales of these devices.
Our products have previously experienced, and may in the future
experience, manufacturing defects, software or firmware bugs, or
other similar defects. If any of our products contain defects or
bugs, or have reliability, quality or compatibility problems,
our reputation may be damaged and customers may be reluctant to
buy our products, which could materially and adversely affect
our ability to retain existing customers and attract new
customers. In addition, these defects or bugs could interrupt or
delay sales or shipment of our products to our customers.
We have implemented significant quality control measures to
mitigate this risk; however, it is possible that products
shipped to our customers will contain defects or bugs. In
addition, these problems may divert our technical and other
resources from other development efforts. If any of these
problems are not found until after we have commenced commercial
production of a new product, we may be required to incur
additional costs or delay shipments for revenue, which would
negatively affect our business, financial condition and results
of operations.
THE
OUTCOME OF CURRENTLY ONGOING AND FUTURE AUDITS OF OUR INCOME TAX
RETURNS, BOTH IN THE U.S. AND IN FOREIGN JURISDICTIONS, COULD
HAVE AN ADVERSE EFFECT ON OUR NET INCOME (LOSS) AND FINANCIAL
CONDITION.
We are subject to continued examination of our income tax
returns by the Internal Revenue Service and other
foreign/domestic tax authorities. We regularly assess the
likelihood of adverse outcomes resulting from these examinations
to determine the adequacy of our provision for income taxes.
While we believe that the resolution of these audits will not
have a material adverse impact on our results of operations, the
outcome is subject to significant uncertainties. If we are
unable to obtain agreements with the tax authority on the
various proposed adjustments, there could be an adverse material
impact on our results of operations, cash flows and financial
position.
OUR
LEGAL ENTITY ORGANIZATIONAL STRUCTURE IS COMPLEX, WHICH COULD
RESULT IN UNANTICIPATED UNFAVORABLE TAX OR OTHER CONSEQUENCES,
WHICH COULD HAVE AN ADVERSE AFFECT ON OUR NET INCOME(LOSS) AND
FINANCIAL CONDITION. WE CURRENTLY HAVE OVER 40 ENTITIES GLOBALLY
AND SIGNIFICANT INTERCOMPANY LOANS BETWEEN
ENTITIES.
We currently operate legal entities in countries where we
conduct manufacturing, design, and sales operations around the
world. In some countries, we maintain multiple entities for tax
or other purposes. Certain entities have significant unsettled
intercompany balances that could result in adverse tax or other
consequences related to capital structure, loan interest rates
and legal entity structure changes. We expect to reduce the
level of complexity of our legal entity structure over time, as
well as reduce intercompany loan balances. However, we may incur
additional income tax or other expense related to loan
settlement or loan restructuring actions, or incur additional
costs related to legal entity restructuring or dissolution
efforts.
27
IF WE
ARE UNABLE TO COMPLY WITH ECONOMIC INCENTIVE TERMS IN CERTAIN
GOVERNMENT GRANTS, WE MAY NOT BE ABLE TO RECEIVE OR RECOGNIZE
GRANT BENEFITS OR WE MAY BE REQUIRED TO REPAY GRANT BENEFITS
PREVIOUSLY PAID TO US AND RECOGNIZE RELATED CHARGES, WHICH WOULD
ADVERSELY AFFECT OUR OPERATING RESULTS AND FINANCIAL
POSITION.
We receive economic incentive grants and allowances from
European governments targeted at increasing employment at
specific locations. The subsidy grant agreements typically
contain economic incentive and other covenants that must be met
to receive and retain grant benefits. Noncompliance with the
conditions of the grants could result in the forfeiture of all
or a portion of any future amounts to be received, as well as
the repayment of all or a portion of amounts received to date.
For example, in the three months ended March 31, 2008, we
repaid $40 million of government grants as a result of
closing our North Tyneside manufacturing facility. In addition,
we may need to record charges to reverse grant benefits recorded
in prior periods as a result of changes to our plans for
headcount, project spending, or capital investment relative to
target levels agreed with government agencies at any of these
specific locations. If we are unable to comply with any of the
covenants in the grant agreements, our results of operations and
financial position could be materially adversely affected.
CURRENT
AND FUTURE LITIGATION AGAINST US COULD BE COSTLY AND TIME
CONSUMING TO DEFEND.
We are subject to legal proceedings and claims that arise in the
ordinary course of business. See Item 3 of this
Form 10-K.
Litigation may result in substantial costs and may divert
managements attention and resources, which may seriously
harm our business, results of operations, financial condition
and liquidity.
For example, in October 2008, officials of the EU Commission
(the Commission) conducted an inspection at the
offices of one of our French subsidiaries. We have been informed
that the Commission was seeking evidence of potential violations
by us or our subsidiaries of the EUs competition laws in
connection with the Commissions investigation of suppliers
of integrated circuits for smart cards. We have responded to the
Commissions September and October 2009 requests for
information. We continue to cooperate with the Commissions
investigation and have not received any specific findings,
monetary demand or judgment through the date of filing this
Form 10-K.
|
|
ITEM 1B.
|
UNRESOLVED
STAFF COMMENTS
|
Not applicable.
At December 31, 2009, we owned the major facilities
described below:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Buildings
|
|
Location
|
|
Total Square Feet
|
|
Use
|
|
|
1
|
|
|
San Jose, California
|
|
|
291,000
|
|
|
Headquarters offices, research and development, sales and
marketing, product design, final product testing
|
|
6
|
|
|
Colorado Springs, Colorado
|
|
|
603,000
|
|
|
Wafer fabrication, research and development, marketing, product
design, final product testing
|
|
5
|
|
|
Rousset, France
|
|
|
815,000
|
|
|
Wafer fabrication, research and development, marketing, product
design, final product testing
|
|
4
|
|
|
Heilbronn, Germany
|
|
|
778,000
|
|
|
Research and development, marketing and product design,
primarily leased to other semiconductor companies.
|
|
2
|
|
|
Calamba City, Philippines
|
|
|
338,000
|
|
|
Final product testing
|
In addition to the facilities we own, we lease numerous research
and development facilities and sales offices in North America,
Europe and Asia. We believe that existing facilities are
adequate for our current requirements.
28
We do not identify facilities or other assets by operating
segment. Each facility serves or supports multiple products and
our product mix changes frequently.
|
|
ITEM 3.
|
LEGAL
PROCEEDINGS
|
The Company is party to various legal proceedings. While
management currently believes that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a
material adverse effect on the Companys financial position
or overall trends in results of operations, litigation is
subject to inherent uncertainties. If an unfavorable ruling were
to occur, there exists the possibility of a material adverse
impact on the results of operations, cash flows and financial
position of Atmel. The estimate of the potential impact on the
Companys financial position or overall results of
operations or cash flows for the legal proceedings described
below could change in the future. The Company has accrued for
losses related to litigation that the Company considers probable
and for which the loss can be reasonably estimated.
From July through September 2006, six stockholder derivative
lawsuits were filed (three in the U.S. District Court for
the Northern District of California and three in
Santa Clara County Superior Court) by persons claiming to
be Company stockholders and purporting to act on Atmels
behalf, naming Atmel as a nominal defendant and some of its
current and former officers and directors as defendants.
Additional derivative actions were filed in the United States
District Court for the Northern District of California (later
consolidated with the previously-filed federal derivative
actions) and the Delaware Chancery Court. All the suits contain
various causes of action relating to the timing of stock option
grants awarded by Atmel. In June 2008, the federal district
court denied the Companys motion to dismiss for failure to
make a demand on the board, and granted in part and denied in
part motions to dismiss filed by the individual defendants. On
December 18, 2009, the federal district court preliminarily
approved a partial global settlement of these actions, and
several other actions seeking to compel inspection of Company
books and records. The settlement remains subject to final court
approval and, among other things, resolves all claims against
all defendants, except Atmels former general counsel James
Michael Ross, related to the allegations
and/or
matters set forth in all the derivative actions. The terms of
the settlement previously disclosed in a
January 29, 2010
Form 8-K
(incorporated herein by reference) provide for:
(1) a direct financial benefit to Atmel of
$9.7 million; (2) the adoption
and/or
implementation of a variety of corporate governance
enhancements, particularly in the way Atmel grants and documents
grants of employee stock option awards; (3) the payment by
Atmel of plaintiffs counsels attorneys fees,
costs, and expenses in the amount of $4.9 million; and
(4) the dismissal with prejudice of all claims by and
between the settling parties and releases of all claims against
the settling defendants. The claims against Mr. Ross remain
pending. Discovery is ongoing, and no trial date has been set.
On September 28, 2007, Matheson Tri-Gas (MTG)
filed suit in Texas state court in Dallas County against the
Company. Plaintiff alleges claims for: (1) breach of
contract for the Companys alleged failure to pay minimum
payments under a purchase requirements contract; (2) breach
of contract under a product supply agreement; and
(3) breach of contract for failure to execute a process gas
agreement. MTG seeks unspecified damages, pre- and post-judgment
interest, attorneys fees and costs. In late November 2007,
the Company filed its answer denying liability. In July 2008,
the Company filed an amended answer, counterclaim and cross
claim seeking among other things a declaratory judgment that a
termination agreement cut off any claim by MTG for additional
payments. In an Order entered on June 26, 2009, the Court
granted the Companys motion for partial summary judgment
dismissing MTGs breach of contract claims relating to the
requirements contract and the product supply agreement. The
parties dismissed the remaining claims and, on August 26,
2009, the Court entered a Summary Judgment Order and Final
Judgment. MTG filed a Motion to Modify Judgment and Notice of
Appeal on September 24, 2009. The Company intends to
vigorously defend the appeal.
In October and November 2008, three purported class actions were
filed in Delaware Chancery Court against the Company
and/or all
current members of its Board of Directors arising out of the
unsolicited proposal made on October 1, 2008 by Microchip
Technology Inc. (Microchip) and ON Semiconductor
(ON) to acquire the Company. The three cases
eventually were consolidated, with the complaint in Louisiana
Municipal Employees Retirement System v. Laub
designated the operative complaint. As initially filed, that
complaint had only one cause of action for breach of
fiduciary duty and asked the court to declare that
the directors breached their fiduciary duty by refusing to
consider the Microchip/ON offer in good faith, to invalidate any
defensive measures that had
29
been taken, and to award an unspecified amount of compensatory
damages. Plaintiff filed an Amended Complaint on June 2,
2009 (adding a declaratory judgment claim to the breach of
fiduciary duty claim). In addition, in mid-November 2008, a
fourth case arising out of the Microchip/ON proposal,
Zucker v. Laub, was filed in California in the
Superior Court for Santa Clara County. Zucker was
stayed in favor of the Delaware actions. On September 14,
2009, a Memorandum of Understanding (MOU) was signed
setting forth an
agreement-in-principle
to settle all litigation arising out of the Companys
response to the Microchip/ON proposal in exchange for certain
therapeutic provisions relating to the Companys
stockholder rights plan (the therapeutic provisions previously
were disclosed in a September 18, 2009
Form 8-K
(incorporated herein by reference)). The
agreement-in-principle
outlined in the MOU was subject to and conditioned upon the
negotiation and execution of a settlement agreement and final
court approval. On January 8, 2010, the Delaware Chancery
Court entered an Order and Final Judgment (Order)
approving the settlement. Pursuant to the Companys
pre-existing obligations to indemnify the directors, and the
terms of the approved settlement agreement, the Company paid
plaintiffs counsel $1 million for attorneys
fees and expenses. The Company accrued for this payment during
the third quarter of 2009, and all these matters now are
concluded.
On October 9, 2008, the Air Pollution Control Division
(APCD) of the State of Colorado Department of Public
Health and Environment issued a Compliance Advisory notice to
the Companys Colorado Springs facility for purported
violations of the law and non-compliance with the Companys
Colorado Construction Permit Number 91EP793-1 Initial Approval
Modification 3 (Permit). The Compliance Advisory
notice also claimed that the Company failed to meet other
regulatory requirements. The APCD sought administrative
penalties and compliance by the Company with applicable laws,
regulations and Permit terms. Effective October 1, 2009,
the Company and the APCD entered into a Compliance Order on
Consent (COC) that resolves this matter. The COC
required that the Company pay a fine of $0.1 million,
80 percent of which the Company is offsetting through the
performance of a supplemental environmental project.
On June 3, 2009, the Company filed an action in
Santa Clara County Superior Court against three of its
now-terminated Asia-based distributors, NEL Group Ltd.
(NEL), Nucleus Electronics (Hong Kong) Ltd.
(NEHK) and TLG Electronics Ltd. (TLG).
The Company seeks, among other things, to recover
$8.5 million owed it, plus applicable interest and
attorneys fees. On June 9, 2009, NEHK separately sued Atmel
in Santa Clara County Superior Court, alleging that
Atmels suspension of shipments to NEHK on
September 23, 2008-one day after TLG appeared on the
Department of Commerce, Bureau of Industry and Securitys
Entity List-breached the parties International Distributor
Agreement. NEHK also alleges that Atmel libeled it,
intentionally interfered with contractual relations
and/or
prospective business advantage, and violated California Business
and Professions Code Sections 17200 et seq. and
17500 et seq. NEHK alleges damages exceeding
$10 million. Both matters now have been consolidated. On
July 29, 2009, NEL filed a cross-complaint against Atmel
that alleges claims virtually identical to those NEHK has
alleged, and seeks unspecified damages. Discovery in the case is
ongoing and no trial date has yet been set. The Company intends
to prosecute its claims and defend the NEHK/NEL claims
vigorously. TLG did not answer, and the Court entered a default
judgment of $2.7 million on November 23, 2009.
On July 16, 2009, James M. Ross, the Companys former
General Counsel, filed a lawsuit in Santa Clara County
Superior Court challenging his termination, and certain actions
the Company took thereafter. The Complaint, as amended and
narrowed by motion practice, contains 12 causes of action,
including: (1) several claims arising out of the
Companys treatment of his post-termination attempt to
exercise stock options; (2) breach of a purported oral
contract to pay a bonus upon the sale of the Companys
Grenoble division; (3) defamation; (4) violation of
Section 17200 of the California Business and Professions
Code; and (5) violations of the California Labor Code.
Discovery is ongoing and no trial date has yet been set. The
Company intends to vigorously defend this action.
On December 18, 2009, Mr. Ross filed another lawsuit
in Delaware Chancery Court seeking (pursuant to Section 145
of the Delaware General Corporation Law) to enforce certain
rights granted him under his indemnification agreement with the
Company, and to recover damages for any breach of that
agreement. In particular, Mr. Ross alleges that the Company
breached the agreement in the way it negotiated and structured
the partial global settlement in the backdating cases, described
above. He also seeks advancement of fees and indemnification in
connection with the Delaware lawsuit. The Company intends to
vigorously defend this action.
30
On July 24, 2009, 56 former employees of Atmels
Nantes facility filed claims in the First Instance labour court,
Nantes, France against the Company and MHS Electronics claiming
that (1) the Companys sale of the Nantes facility to
MHS (XbyBus SAS) in 2005 did not result in the transfer of their
labor agreements to MHS, and (2) these employees should
still be considered Atmel employees, with the right to claim
related benefits from Atmel. Alternatively, each employee seeks
damages of at least 0.045 million Euros and court costs. At
an initial hearing on October 6, 2009, the Court set a
briefing schedule and said it will issue a ruling on
October 6, 2010. These claims are similar to those filed in
the First Instance labour court in October 2006 by 47 other
former employees of Atmels Nantes facility (MHS was not
named a defendant in the earlier claims). On July 24, 2008,
the judge hearing the earlier claims issued an oral ruling in
favor of the Company, finding that there was no jurisdiction for
those claims by certain protected employees, and
denying the claims as to all other employees. Forty of those
earlier plaintiffs appealed, and on February 11, 2010, the
Court of Appeal of Rennes, France affirmed the lower
courts ruling. The Company intends to continue defending
all these claims vigorously.
From time to time, the Company may be notified of claims that it
may be infringing patents issued to other parties and may
subsequently engage in license negotiations regarding these
claims. As well, from time to time, the Company receives from
customers demands for indemnification, or claims relating to the
quality of our products, including claims for additional labor
costs, costs for replacing defective parts, reimbursement to
customers for damages incurred in correcting their defective
products, costs for product recalls or other damages. The
Company accrues for losses relating to such claims that the
Company considers probable and for which the loss can be
reasonably estimated.
PART II
|
|
ITEM 5.
|
MARKET
FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Our common stock is traded on The NASDAQ Stock Markets
Global Select Market under the symbol ATML. The last
reported price for our stock on January 29, 2010 was $4.64
per share. The following table presents the high and low sales
prices per share for our common stock as quoted on The NASDAQ
Global Select Market for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
Year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
4.32
|
|
|
$
|
2.96
|
|
Second Quarter
|
|
$
|
4.47
|
|
|
$
|
3.21
|
|
Third Quarter
|
|
$
|
4.34
|
|
|
$
|
3.19
|
|
Fourth Quarter
|
|
$
|
4.55
|
|
|
$
|
2.54
|
|
Year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
3.92
|
|
|
$
|
2.98
|
|
Second Quarter
|
|
$
|
4.29
|
|
|
$
|
3.29
|
|
Third Quarter
|
|
$
|
4.43
|
|
|
$
|
3.66
|
|
Fourth Quarter
|
|
$
|
4.76
|
|
|
$
|
3.68
|
|
As of January 29, 2010, there were approximately 1,719
stockholders of record of our common stock. As many of our
shares of common stock are held by brokers and other
institutions on behalf of stockholders, we are unable to
estimate the total number of stockholders represented by these
record holders.
No cash dividends have been paid on our common stock, and we
currently have no plans to pay cash dividends in the future.
During the fourth quarter ended December 31, 2009, we did
not repurchase our common stock or issue unregistered securities.
31
|
|
ITEM 6.
|
SELECTED
FINANCIAL DATA
|
The following tables include selected summary financial data for
each of our last five years. This data is not necessarily
indicative of results of future operations and should be read in
conjunction with Item 8, Financial Statements and
Supplementary Data, and Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations in this Annual Report
on
Form 10-K.
The data for fiscal years 2009, 2008, and the consolidated
statement of operations data for 2007 are derived from, and are
qualified by, our audited financial statements that are included
in this Annual Report on
Form 10-K.
The balance sheet data for fiscal year 2007 and all data for
fiscal years 2006 and 2005 are derived from our audited
consolidated financial statements that are not included in this
Annual Report on
Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands, except per share data)
|
|
|
Net revenues
|
|
$
|
1,217,345
|
|
|
$
|
1,566,763
|
|
|
$
|
1,639,237
|
|
|
$
|
1,670,887
|
|
|
$
|
1,561,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before income
taxes(1)(5)(6)
|
|
|
(136,039
|
)
|
|
|
(20,243
|
)
|
|
|
55,709
|
|
|
|
(73,702
|
)
|
|
|
(62,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(109,498
|
)
|
|
|
(27,209
|
)
|
|
|
47,885
|
|
|
|
(98,651
|
)
|
|
|
(49,627
|
)
|
Income from discontinued operations, net of provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,969
|
|
|
|
16,276
|
|
Gain on sale of discontinued operations, net of provision for
income taxes(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(109,498
|
)
|
|
$
|
(27,209
|
)
|
|
$
|
47,885
|
|
|
$
|
14,650
|
|
|
$
|
(33,351
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.10
|
)
|
Income from discontinued operations, net of provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.02
|
|
|
|
0.03
|
|
Gain on sale of discontinued operations, net of provision for
income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
$
|
0.03
|
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in basic net (loss) income per
share calculations
|
|
|
451,755
|
|
|
|
446,504
|
|
|
|
477,213
|
|
|
|
487,413
|
|
|
|
481,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.10
|
)
|
Income from discontinued operations, net of provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.02
|
|
|
|
0.03
|
|
Gain on sale of discontinued operations, net of provision for
income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
$
|
0.03
|
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in diluted net (loss) income per
share calculations
|
|
|
451,755
|
|
|
|
446,504
|
|
|
|
481,737
|
|
|
|
487,413
|
|
|
|
481,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
Cash and cash equivalents
|
|
$
|
437,509
|
|
|
$
|
408,926
|
|
|
$
|
374,130
|
|
|
$
|
410,480
|
|
|
$
|
300,323
|
|
Cash and cash equivalents and short-term investments
|
|
|
476,140
|
|
|
|
440,633
|
|
|
|
429,947
|
|
|
|
466,744
|
|
|
|
348,255
|
|
Fixed assets, net(3)
|
|
|
203,219
|
|
|
|
383,107
|
|
|
|
579,566
|
|
|
|
602,290
|
|
|
|
874,618
|
|
Total assets
|
|
|
1,392,842
|
|
|
|
1,530,654
|
|
|
|
1,702,753
|
|
|
|
1,818,539
|
|
|
|
1,933,936
|
|
Long-term debt and capital leases less current portion(4)
|
|
|
9,464
|
|
|
|
13,909
|
|
|
|
20,408
|
|
|
|
60,333
|
|
|
|
133,479
|
|
Stockholders equity
|
|
|
764,407
|
|
|
|
802,084
|
|
|
|
823,479
|
|
|
|
953,894
|
|
|
|
937,371
|
|
32
|
|
|
(1) |
|
We recorded asset impairment charges (recovery) of
$80 million, $8 million, $(1) million,
$83 million and $13 million in the years ended
December 31, 2009, 2008, 2007, 2006 and 2005, respectively,
and restructuring charges of $7 million, $71 million,
$13 million, $9 million, and $4 million in the
years ended December 31, 2009, 2008, 2007, 2006 and 2005,
respectively, related to employee termination costs, as well as
industry changes and the related realignment of our businesses
in response to those changes. We recorded a gain on sale of
assets of $0.2 million and $33 million in the years
ended December 31, 2009 and 2008 and a loss on sale of
assets of $13 million in the year ended December 31,
2005. We also recorded $2 million, $1 million,
$1 million and $30 million in charges for grant
repayments in the years ended December 31, 2009, 2008, 2007
and 2006, respectively. |
|
(2) |
|
On July 31, 2006, we sold our Grenoble, France, subsidiary
to e2v technologies plc, a British corporation, for
approximately $140 million. We recorded a gain on the sale
of approximately $100 million, net of assets transferred,
working capital adjustments and accrued income taxes in the year
ended December 31, 2006. |
|
(3) |
|
Fixed assets, net was reduced for the respective periods as a
result of the asset impairment charges (recovery) discussed in
(1) above. Additionally, we reclassified $83 million
and $35 million in fixed assets to assets held for sale as
of December 31, 2009 and 2006, respectively, relating to
our fabrication facilities in Rousset, France and Irving, Texas,
respectively. |
|
(4) |
|
On May 23, 2006, substantially all of the convertible notes
outstanding at the time were redeemed for approximately
$144 million. The remaining balance of approximately
$1 million was called by us in June 2006. |
|
(5) |
|
On January 1, 2006, we adopted accounting guidance related
to share-based payment. It required us to measure all employee
stock-based compensation awards using a fair value method and
record such expense in our consolidated financial statements. As
a result, we recorded pre-tax, stock-based compensation expense
of $30 million, $29 million, $17 million and
$9 million in the years ended December 31, 2009, 2008,
2007 and 2006, respectively, excluding acquisition-related stock
compensation expenses. |
|
(6) |
|
On March 6, 2008, we acquired Quantum Research Group Ltd.
(Quantum) for $96 million, excluding
$9 million related to adjustments for contingent
considerations. We recorded $16 million and
$24 million in acquisition-related charges in the years
ended December 31, 2009 and 2008, respectively. |
|
|
ITEM 7.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
You should read the following discussion in conjunction with
our Consolidated Financial Statements and the related
Notes to Consolidated Financial Statements, and
Financial Statements and Supplementary Data included
in this Annual Report on
Form 10-K.
This discussion contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of
1934, particularly statements regarding our outlook for fiscal
2010, our gross margins, anticipated revenues by geographic
area, operating expenses and capital expenditures, cash flow and
liquidity measures including the anticipated sale of auction
rate securities to UBS Financial Services, Inc., factory
utilization, charges related to and the effect of our strategic
transactions, restructuring, performance restricted stock units,
and other strategic efforts, particularly the potential sale of
portions of our ASIC business, and our expectations regarding
tax matters and the effects of exchange rates and efforts to
manage exposure to exchange rate fluctuation. Our actual results
could differ materially from those projected in the
forward-looking statements as a result of a number of factors,
risks and uncertainties, including the risk factors set forth in
this discussion and in Item 1A Risk Factors,
and elsewhere in this
Form 10-K.
Generally, the words may, will,
could, would, anticipate,
expect, intend, believe,
seek, estimate, plan,
view, continue, the plural of such
terms, the negatives of such terms, or other comparable
terminology and similar expressions identify forward-looking
statements. The information included in this
Form 10-K
is provided as of the filing date with the Securities and
Exchange Commission and future events or circumstances could
differ significantly from the forward-looking statements
included herein. Accordingly, we caution readers not to place
undue reliance on such statements. Atmel undertakes no
obligation to update any forward-looking statements in this
Form 10-K.
33
Overview
of 2009 Operating Results
We are a leading designer, developer and manufacturer of a wide
range of semiconductor products and intellectual property (IP)
products. Our diversified product portfolio includes our
proprietary AVR microcontrollers, security and smart card
integrated circuits, and a diverse range of advanced logic,
mixed-signal, nonvolatile memory and radio frequency devices.
Leveraging our broad IP portfolio, we are able to provide our
customers with complete system solutions. Our solutions target a
wide range of applications in the industrial, consumer
electronics, automotive, wireless, communications, computing,
storage, security, military and aerospace markets, and are used
in products such as mobile handsets, automotive electronics,
global positioning systems (GPS) and batteries. We design,
develop, manufacture and sell our products.
Our operating segments consist of the following:
(1) microcontroller products (Microcontroller);
(2) nonvolatile memory products (Nonvolatile Memory);
(3) radio frequency and automotive products (RF and
Automotive); and (4) application specific integrated
circuits (ASICs).
Net revenues decreased to $1,217 million in the year ended
December 31, 2009 from $1,567 million in the year
ended December 31, 2008, a decrease of $349 million or
22%, as a result of global economic weakness affecting all
electronic markets beginning in the third quarter of 2008. Lower
levels of inventory carried by our distribution partners also
contributed to reduced shipments levels compared to prior
periods. All of our business units were impacted by reduced
demand in the year ended December 31, 2009, compared to
December 31, 2008, with our RF and Automotive business unit
impacted the most (declining 41% year over year) and our
Microcontroller business impacted the least (declining just 12%
year over year).
Gross margin declined to 33.9% for the year ended
December 31, 2009, compared to 37.7% in the year ended
December 31, 2008. Gross margin for 2009 was negatively
impacted by lower factory utilization at our wafer fabrication
facilities and test operations during the first half of 2009.
Our internal operations have significant fixed costs that cannot
be reduced as quickly as our shipment levels, which have
declined over the last 12 months. In addition, gross
margins have been unfavorably impacted by inventory write downs
and competitive pricing pressures during the year ended
December 31, 2009. As order levels have increased
significantly in the second half of 2009, we began increasing
production levels and factory loading. We expect gross margin
levels to improve in 2010 from increased factory loading, as
well as a more favorable mix of higher margin microcontroller
products included in our net revenues.
We develop process technologies to ensure our products provide
the maximum possible performance. In the year ended
December 31, 2009, we manufactured approximately 88% of our
products in our own wafer fabrication facilities.
We continue to take significant actions to improve operational
efficiencies and further reduce costs. In the years ended
December 31, 2009, 2008 and 2007, we incurred
$7 million, $71 million and $13 million,
respectively, in restructuring charges related to headcount
reductions and facility closure costs primarily related to our
manufacturing operations. During the year, these various
restructuring activities resulted in headcount totals reduced to
5,600 employees as of December 31, 2009 from 6,400 as
of December 31, 2008.
Benefit from income taxes totaled $27 million in the year
ended December 31, 2009, compared to a provision for income
taxes of $7 million in the year ended December 31,
2008. The tax benefit recorded for the year ended
December 31, 2009 is primarily related to the recognition
of foreign research and development (R&D)
credits as well as reduced taxable income in certain foreign
jurisdictions during 2009.
In the three months ended December 31, 2009, we recorded
out-of-period
adjustments totaling $9 million to record income tax
expense associated with certain foreign intercompany loans and
alternative minimum tax, which related to fiscal years 2003 to
2008. In addition, during the three months ended June 30,
2009, we recorded an
out-of-period
adjustment of $1 million to correct alternative minimum tax
liabilities that were overstated in 2008. The net impact of
out-of-period
adjustments related to prior years totaled $8 million for
the year ended December 31, 2009. We have assessed the
impact of correcting these errors in the current period and do
not believe that these amounts are material to any prior period
financial statements, nor is the correction of these errors
material to the 2009 financial statements. As a result, we have
not restated any prior period amounts.
34
Cash provided by operating activities totaled $122 million
and $111 million in the years ended December 31, 2009
and 2008, respectively. At December 31, 2009, our cash,
cash equivalents and short-term investments totaled
$476 million, compared to $441 million at
December 31, 2008. Our total debt decreased to
$95 million at December 31, 2009 from
$145 million at December 31, 2008 due to debt
repayments. Our current liabilities decreased to
$400 million at December 31, 2009 from
$496 million at December 31, 2008, primarily due to
debt repayment of $51 million and a decrease in accrued and
other liabilities of $49 million. As a result of lower
production levels during 2009, inventory levels decreased
significantly. Inventory totaled $226 million at
December 31, 2009, compared to $324 million at
December 31, 2008. The decline of $98 million year
over year was also due, in part, to $16 million of fab
work-in-process
inventory reclassified to assets held for sale as of
December 31, 2009.
On March 6, 2008, we acquired Quantum Research Group Ltd.
(Quantum) for an initial purchase price of
$96 million, subsequently increased to $105 million
due to contingent consideration earned. The results of
operations of Quantum are included in our Microcontroller
segment from the date of acquisition.
In the first quarter of 2009, we announced our intention to
pursue strategic alternatives for our ASIC business and related
manufacturing assets as part of our transformation plan, which
is aimed at focusing on our high-growth and high-margin
businesses. In December 2009, we announced that we had entered
into an exclusivity agreement with LFoundry GmbH for the
potential sale of our Rousset, France manufacturing operations.
In January 2010, we announced that following a comprehensive
review of alternatives for our ASIC business, we would continue
to explore the potential sale of our Smart Card (SMS) business
located in Rousset, France and East Kilbride, UK and that we
intended to discontinue potential sale discussions for our
Customer Specific Products (CSP) and Aerospace businesses. As a
result of this agreement, we have reclassified the assets and
liabilities related to the manufacturing operations to held for
sale as of December 31, 2009. In connection with the
proposed sale of the manufacturing operations, we assessed the
fair value of the real property and the equipment to be retained
and concluded the fair value of the real property was lower than
its carrying value; therefore, we recorded an impairment charge
of $80 million in the fourth quarter of 2009.
RESULTS
OF CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
(In thousands, except percentage of net revenues)
|
|
|
Net revenues
|
|
$
|
1,217,345
|
|
|
|
100.0
|
%
|
|
$
|
1,566,763
|
|
|
|
100.0
|
%
|
|
$
|
1,639,237
|
|
|
|
100.0
|
%
|
Gross profit
|
|
|
413,007
|
|
|
|
33.9
|
%
|
|
|
590,540
|
|
|
|
37.7
|
%
|
|
|
580,231
|
|
|
|
35.4
|
%
|
Research and development
|
|
|
212,045
|
|
|
|
17.4
|
%
|
|
|
260,310
|
|
|
|
16.6
|
%
|
|
|
272,041
|
|
|
|
16.6
|
%
|
Selling, general and administrative
|
|
|
221,334
|
|
|
|
18.2
|
%
|
|
|
273,196
|
|
|
|
17.4
|
%
|
|
|
242,811
|
|
|
|
14.8
|
%
|
Acquisition-related charges
|
|
|
16,349
|
|
|
|
1.3
|
%
|
|
|
23,614
|
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
Charges for grant repayments
|
|
|
1,554
|
|
|
|
0.1
|
%
|
|
|
718
|
|
|
|
0.0
|
%
|
|
|
1,464
|
|
|
|
0.1
|
%
|
Restructuring charges
|
|
|
6,681
|
|
|
|
0.5
|
%
|
|
|
71,324
|
|
|
|
4.6
|
%
|
|
|
13,239
|
|
|
|
0.8
|
%
|
Asset impairment charges (recovery)
|
|
|
79,841
|
|
|
|
6.6
|
%
|
|
|
7,969
|
|
|
|
0.5
|
%
|
|
|
(1,057
|
)
|
|
|
(0.1
|
)%
|
Gain on sale of assets
|
|
|
(164
|
)
|
|
|
0.0
|
%
|
|
|
(32,654
|
)
|
|
|
(2.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
$
|
(124,633
|
)
|
|
|
(10.2
|
)%
|
|
$
|
(13,937
|
)
|
|
|
(0.9
|
)%
|
|
$
|
51,733
|
|
|
|
3.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Revenues
Net revenues decreased to $1,217 million in the year ended
December 31, 2009 from $1,567 million in the year
ended December 31, 2008, a decrease of $349 million or
22%, as a result of global economic weakness affecting all
electronic markets beginning in the third quarter of 2008. Lower
levels of inventory carried by our distribution partners also
contributed to reduced shipments levels compared to prior
periods. All of our business units were impacted by reduced
demand in the year ended December 31, 2009, compared to
December 31, 2008, with our RFA business unit impacted most
(declining 41% year over year) and our Microcontroller business
impacted the least (declining just 12% year over year).
35
Net revenues decreased to $1,567 million in the year ended
December 31, 2008 from $1,639 million in the year
ended December 31, 2007, a decrease of $72 million, as
global economic weakness translated to customers pushing out or
cancelling orders as a result of their own reduced demand. The
decrease in net revenues in the year ended December 31,
2008, compared to the year ended December 31, 2007 was
primarily due to a decrease of $58 million in our RF and
Automotive segment net revenues primarily as a result of reduced
shipments for BiCMOS foundry products related to communication
chipsets for code-division multiple access (CDMA)
phones of $48 million. ASIC segment net revenues decreased
$41 million in the year ended December 31, 2008,
compared to the year ended December 31, 2007, primarily due
to a decrease in our custom ASIC products of $24 million.
Non-volatile Memory segment net revenue decreased
$37 million in the year ended December 31, 2008,
compared to the year ended December 31, 2007, primarily due
to reduced demand and lower pricing for Serial EEPROM and Serial
Flash products. In addition, our net revenues decreased by an
estimated $26 million due to the conversion of certain
European distributors to a sell-through revenue model. These
decreases were offset in part by an increase in Microcontroller
segment net revenues of $64 million primarily due to
increases in AVR net revenues of $48 million, or 15%, and
our expanding 32-bit microcontroller business of
$16 million, or 30%, in the year ended December 31,
2008, compared to the year ended December 31, 2007.
Average exchange rates utilized to translate foreign currency
net revenues in Euro were approximately 1.39 and 1.48 Euro to
the dollar in the years ended December 31, 2009 and 2008,
respectively. During the year ended December 31, 2009,
changes in foreign exchange rates had an unfavorable impact on
net revenues. Had average exchange rates remained the same
during the year ended December 31, 2009 as the average
exchange rates in effect for the year ended December 31,
2008, our reported net revenues for the year ended
December 31, 2009 would have been higher by
$18 million or 1.5%.
Net
Revenues By Operating Segment
Our net revenues by operating segment are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Net
|
|
|
Change
|
|
|
% Change
|
|
Segment
|
|
2009
|
|
|
Revenues
|
|
|
from 2008
|
|
|
from 2008
|
|
|
|
(In thousands, except percentages)
|
|
|
Microcontroller
|
|
$
|
457,797
|
|
|
|
38
|
%
|
|
$
|
(64,838
|
)
|
|
|
(12
|
)%
|
Nonvolatile Memory
|
|
|
290,936
|
|
|
|
24
|
%
|
|
|
(48,303
|
)
|
|
|
(14
|
)%
|
RF and Automotive
|
|
|
147,871
|
|
|
|
12
|
%
|
|
|
(102,348
|
)
|
|
|
(41
|
)%
|
ASIC
|
|
|
320,741
|
|
|
|
26
|
%
|
|
|
(133,929
|
)
|
|
|
(29
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
1,217,345
|
|
|
|
100
|
%
|
|
$
|
(349,418
|
)
|
|
|
(22
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Net
|
|
|
Change
|
|
|
% Change
|
|
Segment
|
|
2008
|
|
|
Revenues
|
|
|
from 2007
|
|
|
from 2007
|
|
|
Microcontroller
|
|
$
|
522,635
|
|
|
|
33
|
%
|
|
$
|
64,407
|
|
|
|
14
|
%
|
Nonvolatile Memory
|
|
|
339,239
|
|
|
|
22
|
%
|
|
|
(37,436
|
)
|
|
|
(10
|
)%
|
RF and Automotive
|
|
|
250,219
|
|
|
|
16
|
%
|
|
|
(58,300
|
)
|
|
|
(19
|
)%
|
ASIC
|
|
|
454,670
|
|
|
|
29
|
%
|
|
|
(41,145
|
)
|
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
1,566,763
|
|
|
|
100
|
%
|
|
$
|
(72,474
|
)
|
|
|
(4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Net
|
|
Segment
|
|
2007
|
|
|
Revenues
|
|
|
Microcontroller
|
|
$
|
458,228
|
|
|
|
28
|
%
|
Nonvolatile Memory
|
|
|
376,675
|
|
|
|
23
|
%
|
RF and Automotive
|
|
|
308,519
|
|
|
|
19
|
%
|
ASIC
|
|
|
495,815
|
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
1,639,237
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
36
Microcontroller
Microcontroller segment net revenues decreased 12% to
$458 million in the year ended December 31, 2009 from
$523 million in the year ended December 31, 2008. The
decrease in net revenues was primarily related to reduced demand
from customers in Asia as we experienced lower shipments for AVR
products to the handset and consumer markets. Revenue for
Quantum-related products, following the acquisition of Quantum
in 2008, is included within the Microcontroller operating
segment.
Microcontroller segment net revenues increased 14% to
$523 million in the year ended December 31, 2008 from
$458 million in the year ended December 31, 2007. This
increase was primarily due to new customer designs utilizing our
proprietary AVR microcontroller products, our new QTouch
touchscreen products, and our ARM-based microcontroller
products. AVR microcontroller revenue grew $48 million or
15% in the year ended December 31, 2008, compared to the
year ended December 31, 2007. ARM-based microcontroller
products revenue increased $15 million or 28% in the year
ended December 31, 2008 from the year ended
December 31, 2007. Net revenues for microcontroller
products increased due to gains in the 8-bit microcontroller
market and ARM-based microcontrollers, growth in the overall
microcontroller market including recent high volume customer
applications in the consumer and industrial markets, and
improved delivery times resulting from higher inventory levels.
Our 32-bit microcontroller business also grew 30% in the year
ended December 2008, compared to the year ended
December 31, 2007. Overall demand for microcontrollers was
driven by increased use of embedded control systems in consumer,
industrial and automotive products.
Nonvolatile
Memory
Nonvolatile memory segment net revenues decreased 14% to
$291 million in the year ended December 31, 2009 from
$339 million in the year ended December 31, 2008. The
decrease in net revenues was primarily related to reduced demand
from customers in Asia for Serial EEPROM and Serial Flash memory
products as well as further price erosion in certain competitive
commodity segments. Pricing trends in this segment have
generally been steady during the second half of 2009.
Nonvolatile memory segment net revenues decreased 10% to
$339 million in the year ended December 31, 2008 from
$377 million in the year ended December 31, 2007. This
decrease was primarily due to a reduction of Serial EEPROM and
Serial Flash product sales due to reduced demand and increased
pricing pressure. Market for our nonvolatile memory products are
historically more competitive than other markets we sell in, and
as a result, our memory products are subject to greater average
declines in selling prices than products in our other segments.
RF and
Automotive
RF and Automotive segment net revenues decreased 41% to
$148 million in the year ended December 31, 2009 from
$250 million in the year ended December 31, 2008. The
decrease in net revenues was primarily related to the
significant decline in automotive markets, with European
automotive markets representing the largest market we support.
In addition, net revenues for 2009 decreased $23 million
when compared to 2008 as a result of exiting the CDMA and other
Heilbronn-based foundry businesses in the year ended
December 31, 2008. Other RF and Automotive revenues
decreased $79 million in the year ended December 31,
2009 as a result of lower demand and increased pricing
pressures, primarily in GPS and DVD customer end-markets.
RF and Automotive segment net revenues decreased 19% to
$250 million in the year ended December 31, 2008 from
$309 million in the year ended December 31, 2007. This
decrease was primarily due to reduced shipment quantities for
BiCMOS foundry products related to communication chipsets for
CDMA phones and other automotive products. Net revenues for
BiCMOS foundry products decreased $48 million or 51% and
other automotive products decreased $10 million or 5% in
the year ended December 31, 2008 from the year ended
December 31, 2007. The remainder of the decrease came from
our CDMA foundry business which we exited during the year ended
December 31, 2008.
37
ASIC
ASIC segment net revenues decreased 29% to $321 million in
the year ended December 31, 2009 from $455 million in
the year ended December 31, 2008. ASIC segment net revenues
decreased primarily due to reduced smart card shipments to
European telecom and consumer markets of $75 million,
offset in part by higher shipments to banking and pay TV end
markets. We also experienced reduced demand in our CSP and APG
product families, resulting in a decrease of revenue of
$61 million in 2009, compared to 2008, from reduced demand
for semi-custom and crypto memory products.
ASIC segment net revenues decreased 8% to $455 million in
the year ended December 31, 2008 from $496 million in
the year ended December 31, 2007. This decrease was
primarily a result of lower net revenues for Crypto Memory
products of $14 million, or 27%, a decrease of custom ASIC
products of $24 million, or 12%, and a decrease in Smart
Card products of $3 million, or 2%. These decreases were
offset by an increase in our aerospace products of
$6 million, or 11%. The decline in Smart card products was
primarily due to reduced shipments of lower margin commodity
telecommunication products.
Net
Revenues by Geographic Area
Our net revenues by geographic areas (attributed to countries
based on delivery locations) are summarized as follows: (see
Note 14 of Notes to Consolidated Financial Statements for
further discussion).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
% Change
|
|
|
|
|
|
Change
|
|
|
% Change
|
|
|
|
|
Region
|
|
2009
|
|
|
from 2008
|
|
|
from 2008
|
|
|
2008
|
|
|
from 2007
|
|
|
from 2007
|
|
|
2007
|
|
|
|
(In thousands, except percentages)
|
|
|
Asia
|
|
$
|
607,300
|
|
|
$
|
(146,823
|
)
|
|
|
(19
|
)%
|
|
$
|
754,123
|
|
|
$
|
(73,295
|
)
|
|
|
(9
|
)%
|
|
$
|
827,418
|
|
Europe
|
|
|
380,979
|
|
|
|
(187,692
|
)
|
|
|
(33
|
)%
|
|
|
568,671
|
|
|
|
(2,805
|
)
|
|
|
0
|
%
|
|
|
571,476
|
|
United States
|
|
|
209,494
|
|
|
|
(11,857
|
)
|
|
|
(5
|
)%
|
|
|
221,351
|
|
|
|
1,810
|
|
|
|
1
|
%
|
|
|
219,541
|
|
Other*
|
|
|
19,572
|
|
|
|
(3,046
|
)
|
|
|
(13
|
)%
|
|
|
22,618
|
|
|
|
1,816
|
|
|
|
9
|
%
|
|
|
20,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
$
|
1,217,345
|
|
|
$
|
(349,418
|
)
|
|
|
(22
|
)%
|
|
$
|
1,566,763
|
|
|
$
|
(72,474
|
)
|
|
|
(4
|
)%
|
|
$
|
1,639,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Primarily includes South Africa, and Central and South America |
Net revenues outside the United States accounted for 83%, 86%
and 87% of our net revenues in the years ended December 31,
2009, 2008 and 2007, respectively.
Our net revenues in Asia decreased $147 million, or 19%, in
the year ended December 31, 2009, compared to the year
ended December 31, 2008 and decreased $73 million or
9% in the year ended December 31, 2008, compared to the
year ended December 31, 2007. The decrease in the year
ended December 31, 2009 compared to the year ended
December 31, 2008 for the region was primarily due to lower
shipments of memory and microcontroller products as a result of
the overall economic slowdown, as well as reduced demand
resulting from lower OEM and distribution inventory levels. The
decrease in the year ended December 31, 2008 from the year
ended December 31, 2007 for the region was primarily due to
reduced shipment for BiCMOS foundry products related to
communication chipsets for CDMA phones of $48 million. This
decrease was offset in part by increased shipments of AVR
microcontrollers, as well as higher unit volumes for Serial
Flash and Serial EEPROM products.
Our net revenues in Europe decreased $188 million, or 33%
in the year ended December 31, 2009, compared to the year
ended December 31, 2008 and decreased $3 million or
less than 1% in the year ended December 31, 2008, compared
to the year ended December 31, 2007. The decrease in the
year ended December 31, 2009 compared to the year ended
December 31, 2008 for the region was primarily due to
reduced shipments to Smartcard telecom and consumer markets as
well as lower demand and increased pricing pressures in GPS, DVD
and Automotive markets. The decrease in the year ended
December 31, 2008 from the year ended December 31,
2007 for the region was primarily due to lower volume shipments
of Smart Card and Automotive products.
Our net revenues in the United States decreased by
$12 million, or 5%, in the year ended December 31,
2009, compared to the year ended December 31, 2008 and
increased $2 million, or 1% in the year ended
December 31,
38
2008, compared to the year ended December 31, 2007. The
decrease in the year ended December 31, 2009 from the year
ended December 31, 2008 for the region was primarily a
result of the overall global economic slowdown, as well as
reduced shipments to Microcontroller customers.
While net revenues in Asia declined year over year, we expect
that Asia net revenues will grow more rapidly than other regions
in the future. Net revenues in Asia may be impacted in the
future as we refine our distribution strategy and optimize our
distributor base in this region. It may take time for us to
identify financially viable distributors and help them develop
high quality support services. There can be no assurances that
we will be able to manage this optimization process in an
efficient and timely manner.
Effective July 1, 2008, we entered into revised agreements
with certain European distributors that allow additional rights,
including future price concessions at the time of resale, price
protection, and the right to return products upon termination of
the distribution agreement. As a result of uncertainties over
finalization of pricing for shipments to these distributors,
revenues and related costs are deferred until the products are
sold by the distributors to their end customers. We consider
that the sale prices are not fixed or determinable
at the time of shipment to these distributors. During 2008, net
revenues were impacted by $26 million as a result of this
change.
Revenues
and Costs Impact from Changes to Foreign Exchange
Rates
Changes in foreign exchange rates have had a significant impact
on our net revenues and operating costs. Net revenues
denominated in foreign currencies were 24%, 23% and 22% of our
total net revenues in the years ended December 31, 2009,
2008 and 2007, respectively. Costs denominated in foreign
currencies were 39%, 47% and 51% in the years ended
December 31, 2009, 2008 and 2007, respectively.
Net revenues denominated in Euro were 23%, 22% and 21% in the
years ended December 31, 2009, 2008 and 2007, respectively.
Costs denominated in Euro were 35%, 42% and 48% of our total
costs in the years ended December 31, 2009, 2008 and 2007,
respectively.
Net revenues included 207 million Euro, 230 million
Euro and 257 million Euro in the years ended
December 31, 2009, 2008 and 2007, respectively. Operating
expenses in Euro was 312 million Euro, 429 million
Euro and 550 million Euro in the years ended
December 31, 2009, 2008 and 2007, respectively.
Average annual exchange rates utilized to translate foreign
currency revenues and expenses in euro were approximately 1.39,
1.48 and 1.36 Euro to the dollar in the years ended
December 31, 2009, 2008 and 2007, respectively.
During the year ended December 31, 2009, changes in foreign
exchange rates had a favorable impact on operating costs and
loss from operations compared to the prior year. Had average
exchange rates remained the same during the year ended
December 31, 2009 as the average exchange rates in effect
for the year ended December 31, 2008, our reported revenues
for the year ended December 31, 2009 would have been
approximately $18 million higher, while our operating
expenses would also have been approximately $39 million
higher (relating to cost of revenues of $19 million;
research and development expenses of $13 million; and
sales, general and administrative expenses of $7 million).
As our foreign currency expenses exceed foreign currency
revenues, the net effect, had foreign currency rates remained
the same during the year, would have resulted in an increase to
loss from operations of approximately $21 million in the
year ended December 31, 2009 compared to the year ended
December 31, 2008.
Had average exchange rates remained the same during the year
ended December 31, 2008 as the average exchange rates in
effect for the year ended December 31, 2007, our reported
revenues for the year ended December 31, 2008 would have
been approximately $28 million lower, while our operating
expenses would have also been approximately $52 million
lower (cost of revenues of $32 million; research and
development expenses of $14 million; and sales, general and
administrative expenses of $6 million). As our foreign
currency expenses exceed foreign currency revenues, the net
effect, had foreign currency rates remained the same during the
year, would have resulted in a decrease to loss from operations
of approximately $24 million in the year ended
December 31, 2008 compared to the year ended
December 31, 2007.
39
Cost of
Revenues and Gross Margin
Gross margin declined to 33.9% in the year ended
December 31, 2009, compared to 37.7% in the year ended
December 31, 2008. Gross margin in the year ended
December 31, 2009 was negatively impacted by higher
manufacturing costs resulting primarily from reduced factory
utilization at our wafer fabrication facilities and test
operations compared to utilization levels experienced during the
prior year. Our internal operations have significant fixed costs
that cannot be reduced as quickly as our shipment levels, which
have declined over the last 12 months. In addition, gross
margins have been unfavorably impacted by inventory write downs
and competitive pricing pressures during the year ended
December 31, 2009. In the fourth quarter of 2009, we began
to increase production levels and factory loading in response to
increased demand and expect that gross margin will improve in
2010 compared to the levels experienced during 2009.
Gross margin improvements in the year ended December 31,
2008, compared to the year ended December 31, 2007 was
primarily due to our strategic restructuring initiatives which
included the closure of our North Tyneside, UK fab, process and
cost improvements in our Rousset fab and a stronger mix of
higher margin microcontroller and other core products.
Manufacturing utilization improvements result primarily from
higher production levels at our Colorado Springs, United States
and Rousset, France fabrication facilities following the closure
of our North Tyneside, UK facility in the second quarter of
2008. Our gross margin for the year ended December 31, 2008
was also favorably impacted by a $4 million pension benefit
adjustment, which decreased cost of revenues, related to the
reduction of pension liability and the release of the related
accumulated other comprehensive income as a result of the sale
of our manufacturing operations in Heilbronn, Germany, which was
completed in December 2008.
We receive economic assistance grants in some locations as an
incentive to achieve certain hiring and investment goals related
to manufacturing operations, the benefit for which is recognized
as an offset to related costs. We recognized a reduction to cost
of revenues for such grants of $0.1 million,
$2 million and $2 million in the years ended
December 31, 2009, 2008 and 2007, respectively.
We develop our own manufacturing process technologies to ensure
our products provide the maximum possible performance. In the
year ended December 31, 2009, we manufactured approximately
88% of our products in our own wafer fabrication facilities.
Our cost of revenues includes the costs of wafer fabrication,
assembly and test operations, changes in inventory reserves,
royalty expense and freight costs. Our gross margin as a
percentage of net revenues fluctuates depending on product mix,
manufacturing yields, utilization of manufacturing capacity, and
average selling prices, among other factors.
Research
and Development
Research and development (R&D) expenses
decreased by 19%, or $48 million, to $212 million in
the year ended December 31, 2009 from $260 million in
the year ended December 31, 2008. In the year ended
December 31, 2009, we continued to reduce spending on
non-core product development programs and focus development
spending on core high growth opportunity projects, with
increasing emphasis on Microcontroller and Touchscreen related
products. We have also reduced spending on proprietary process
development, as we expect to utilize more industry standard
processes in future periods. R&D expenses in the year ended
December 31, 2009 decreased from the year ended
December 31, 2008 primarily due to decreases in salaries
and benefits of $20 million related to reduced headcount,
deprecation expenses of $16 million and outside services of
$7 million, offset in part by a decrease in grant proceeds
of $10 million. R&D expenses, including the items
described above, in the year ended December 31, 2009 were
favorably impacted by approximately $13 million due to
foreign exchange rate fluctuations in the year ended
December 31, 2009, compared to rates in effect and the
related expenses incurred in the year ended December 31,
2008. As a percentage of net revenues, R&D expenses totaled
17% for both the years ended December 31, 2009 and 2008,
respectively.
R&D expenses decreased by 4%, or $12 million, to
$260 million in the year ended December 31, 2008 from
$272 million in the year ended December 31, 2007. In
the year ended December 31, 2008, we continued to reduce
spending on non-core product development programs and focus on
spending on fewer, higher return projects, mostly related to
Microcontroller and Touchscreen related products. We have also
reduced spending on proprietary
40
process development, as we expect to utilize more industry
standard processes in future periods. Research and development
expense decreased primarily due to a decrease in spending on
development wafers used in technology development of
$15 million, design software costs of $5 million and
increased grant proceeds of $4 million, offset in part by
an increase in stock-based compensation expense of
$7 million and higher mask costs for new products of
$2 million. R&D expenses, including the items
described above, in the year ended December 31, 2008 were
unfavorably impacted by approximately $14 million due to
foreign exchange rate fluctuations in the year ended
December 31, 2008, compared to the rates in effect and the
related expense incurred in the year ended December 31,
2007. As a percentage of net revenues, R&D expenses totaled
17% for both the years ended December 31, 2008 and 2007,
respectively.
We receive R&D grants from various European research
organizations, the benefit of which is recognized as an offset
to related research and development costs. We recognized
benefits of $11 million, $22 million and
$18 million in the years ended December 31, 2009, 2008
and 2007, respectively.
We have continued to invest in developing a variety of product
areas and process technologies, including embedded CMOS
technology, logic and nonvolatile memory to be manufactured at
0.13 and 0.09 micron line widths, as well as investments in SiDe
BiCMOS technology to be manufactured at 0.18 micron line widths.
We have also continued to purchase or license technology when
necessary in order to bring products to market in a timely
fashion. We believe that continued strategic investments in
process technology and product development are essential for us
to remain competitive in the markets we serve. We are continuing
to re-focus our R&D resources on fewer, but more profitable
development projects.
Selling,
General and Administrative
Selling, general and administrative (SG&A)
expenses decreased 19%, or $52 million, to
$221 million in the year ended December 31, 2009 from
$273 million in the year ended December 31, 2008, as
reduced headcount and interim cost savings measures reduced
employee salaries and benefits by $10 million, travel
expenses by $7 million and outside services by
$14 million, while lower sales volumes led to a decrease in
sales commissions of $4 million. SG&A expenses were
also favorably impacted in 2009 when comparing bad debt expenses
in 2008 of $13 million to a related partial recovery of
$3 million in 2009. SG&A expenses, including the items
described above, were favorably impacted by approximately
$7 million due to foreign exchange rate fluctuations,
compared to rates in effect and the related expenses incurred in
the year ended December 31, 2008. As a percentage of net
revenues, SG&A expenses totaled 18% and 17% of net revenues
in the years ended December 31, 2009 and 2008, respectively.
SG&A expenses increased 13%, or $30 million, to
$273 million in the year ended December 31, 2008 from
$243 million in the year ended December 31, 2007. In
the year ended December 31, 2008, we added critical
resources to our sales, marketing, IT systems, and legal
functions to ensure we are adequately resourced to support
future growth. As a result, SG&A expenses increased in the
year ended December 31, 2008 due to higher salaries and
benefits of $13 million and an increase in stock-based
compensation of $3 million. In addition, SG&A expenses
increased due to higher legal fees and settlement costs of
$6 million and an increase in bad debt expense of
$13 million. The bad debt expense included $12 million
related to an Asian distributor whose business was impacted
following their addition to the U.S. Department of Commerce
Entity List, which prohibits us from shipping products to the
distributor. SG&A expenses, including the items described
above, in the year ended December 31, 2008 were unfavorably
impacted by approximately $6 million due to foreign
exchange rate fluctuations, compared to rates in effect and the
related expense incurred in the year ended December 31,
2007. As a percentage of net revenues, SG&A expenses
totaled 17% and 15% for the years ended December 31, 2008
and 2007, respectively.
We implemented significant cost reduction measures starting in
the fourth quarter of 2008 in response to the unfavorable impact
of the global economic downturn. These measures included
executive salary reductions, reduced employee travel, mandatory
time off for substantially all employees, and reduced
promotional spending. The impact of these actions further
contributed to the reduction in operating expenses in the year
ended December 31, 2009. We expect to eliminate these
interim cost reduction measures in 2010.
41
Stock-Based
Compensation
Stock-based compensation cost is measured at the measurement
date (grant date), based on the fair value of the award which is
computed using a Black-Scholes option valuation model, and is
recognized as expense over the employees requisite service
period. The fair value of a restricted stock is equivalent to
the market price our common stock on the measurement date.
The following table summarizes the distribution of stock-based
compensation expense related to employee stock options,
restricted stock units and employee stock purchases in the years
ended December 31, 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cost of revenues
|
|
$
|
4,831
|
|
|
$
|
4,259
|
|
|
$
|
1,966
|
|
Research and development
|
|
|
12,088
|
|
|
|
11,746
|
|
|
|
4,601
|
|
Selling, general and administrative
|
|
|
13,139
|
|
|
|
13,131
|
|
|
|
10,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense, before income taxes
|
|
|
30,058
|
|
|
|
29,136
|
|
|
|
16,652
|
|
Tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense, net of income taxes
|
|
$
|
30,058
|
|
|
$
|
29,136
|
|
|
$
|
16,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above excluded stock-based compensation of $7,561 and
$6,301 in the years ended December 31, 2009 and 2008,
respectively, for former Quantum executives related to the
acquisition, which are classified within acquisition-related
charges in the consolidated statements of operations.
We issued performance-based restricted stock units to eligible
employees for a maximum of 10 million shares of our common
stock under the 2005 Stock Plan. These restricted stock units
vest only if we achieve certain quarterly operating margin
performance criteria over the performance period of July 1,
2008 to December 31, 2012. We recognize the stock-based
compensation expense for our performance-based restricted stock
units when we believe it is probable that we will achieve the
performance criteria. If achieved, the award vests over a
specified remaining performance period. If the performance goals
are not met, no compensation expense is recognized and any
previously recognized compensation expense is reversed. The
expected cost of each award is reflected over the performance
period and is reduced for estimated forfeitures. We recorded a
credit of $2 million in the three months ended
March 31, 2009 related to the reversal of previously
recorded stock-based compensation expense, based on
managements estimate that the probability of achieving the
performance criteria was highly uncertain at that time. However,
in the fourth quarter of 2009, after significant improvement to
operating results and customer order rates, we recorded
stock-based compensation expense of $3 million, as we
re-assessed the probability of achieving the performance
criteria and estimated that it is probable a portion of the
performance criteria will be achieved by December 31, 2012.
Charges
for Grant Repayments
In the years ended December 31, 2009, 2008 and 2007, we
recorded additional accrued interest of $2 million,
$1 million and $1 million, respectively, primarily
related to interest on estimated grant repayment requirements
for our former Greece facility, as charges for grant repayments
on the consolidated statements of operations.
We receive economic incentive grants and allowances from
European governments targeted at increasing employment at
specific locations. The subsidy grant agreements typically
contain economic incentive and other covenants that must be met
to receive and retain grant benefits. Noncompliance with the
conditions of the grants could result in the forfeiture of all
or a portion of any future amounts to be received, as well as
the repayment of all or a portion of amounts received to date.
In addition, we may need to record charges to reverse grant
benefits recorded in prior periods as a result of changes to our
plans for headcount, project spending, or capital investment at
any of these specific locations. If we are unable to comply with
any of the covenants in the grant agreements, our results of
42
operations and financial position could be materially adversely
affected. See Note 15 to Notes to Consolidated Financial
Statements for further discussions.
Asset
Impairment Charges (Recovery) and Gain on Sale of
Assets
We assess the recoverability of long-lived assets with finite
useful lives whenever events or changes in circumstances
indicate that we may not be able to recover the assets
carrying amount. We measure the amount of impairment of such
long-lived assets by the amount by which the carrying value of
the asset exceeds the fair market value of the asset, which is
generally determined based on projected discounted future cash
flows or appraised values. We classify long-lived assets to be
disposed of other than by sale as held and used until they are
disposed, including assets not available for immediate sale in
their present condition. We report assets to be disposed of by
sale as held for sale and recognize those assets and liabilities
on the consolidated balance sheet at the lower of carrying
amount or fair value, less cost to sell. Assets classified as
held for sale are not depreciated.
The table below summarizes the asset impairment charges
(recovery) for our wafer fabrication facilities by location
included in the consolidated statements of operations for the
years ended December 31, 2009, 2008 and 2007, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Rousset, France
|
|
$
|
79,841
|
|
|
$
|
|
|
|
$
|
|
|
Heilbronn, Germany
|
|
|
|
|
|
|
7,969
|
|
|
|
|
|
North Tyneside, United Kingdom
|
|
|
|
|
|
|
|
|
|
|
(1,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total asset impairment charges (recovery)
|
|
$
|
79,841
|
|
|
$
|
7,969
|
|
|
$
|
(1,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rousset,
France
In the first quarter of 2009, we announced our intention to
pursue strategic alternatives our ASIC business, including the
wafer fabrication facility in Rousset, France and classified the
related assets and liabilities as held for sale at each balance
sheet date from March 31, 2009 through September 30,
2009. On December 17, 2009, we announced that we entered
into an exclusivity agreement with LFoundry GmbH for the
purchase of our manufacturing operations in Rousset, France. As
a result of this agreement, we determined that certain assets
and liabilities were no longer included in the disposal group as
they were not being acquired or assumed by the buyer, and as
result, we reclassified these assets and liabilities back to
held and used as of December 31, 2009. In January 2010, we
announced that following a comprehensive review of alternatives
for our ASIC business, we would continue to explore the
potential sale of our Smart Card (SMS) business located in
Rousset, France and East Kilbride, UK and that we intended to
discontinue potential sale discussions for our Customer Specific
Products (CSP) and Aerospace businesses. The assets and
liabilities that remain in the disposal group are classified as
held for sale are carried on the consolidated balance sheet at
December 31, 2009, at the lower of their carrying amount or
fair value less cost to sell. In determining any potential write
down of these assets and liabilities, we considered both the net
book value of the disposal group, which was $83 million and
also a credit balance of $129 million related to foreign
currency translation adjustments (CTA balance) that
are recorded within stockholders equity. As a result, no
impairment charge was recorded for the disposal group as its
carrying value, net of the CTA balance, cannot be reduced to
below zero. The CTA balance remaining in stockholders
equity at the date of sale will be released to the statement of
operations at that date.
If we are successful in selling our French manufacturing
operations, we intend to enter into a multiyear supply agreement
with the buyer, on similar terms to previous fabrication
facility sales. This supply agreement, and other transition
agreements, may result in significant charge to us, either upon
sale or to future periods.
Property and equipment previously included in the disposal group
and reclassified to held and used in December 2009 totaled
$110 million. In connection with this reclassification, we
assessed the fair value of the property and the equipment to be
retained and concluded that the fair value of the property was
lower than its carrying value less depreciation expense that
would have been recognized had the asset (disposal group) been
43
continuously classified as held and used. As a result we
recorded an impairment charge of $80 million in the fourth
quarter of 2009. No impairment charge was recorded for the
equipment that was reclassified to held and used but the
depreciation expense that would have been recognized had the
asset (disposal group) been continuously classified as held and
used, which totaled of $5 million was included in operating
results in fourth quarter of 2009.
The proposed sale of the manufacturing operations in Rousset,
France, is not expected to qualify as discontinued operations as
we expect to have continuing cash flows associated with supply
agreements with the buyer in future periods.
Heilbronn,
Germany
We announced our intention to sell our fabrication facility in
Heilbronn, Germany in December 2006. Subsequently, we decided to
sell only the manufacturing operations related to the
fabrication facility. In the three months ended
September 30, 2008, we entered into an agreement to sell
the manufacturing operations to Tejas Silicon Holding Limited
(TSI). We recorded an impairment loss of
$8 million in the year ended December 31, 2008, which
consisted of $3 million for the net book value of the fixed
assets and $5 million for selling costs related to legal,
commissions and other direct incremental costs. We recorded a
gain on sale of $3 million in the year ended
December 31, 2008 upon closing of the sale. The sale of the
Heilbronn manufacturing operations did not qualify as
discontinued operations as the operations and future cash flows
were not eliminated from our RF and Automotive segment. We
continue to purchase wafers from the buyer of the Heilbronn
fabrication facility. See Note 11.
North
Tyneside, United Kingdom
On October 8, 2007, we entered into definitive agreements
to sell certain wafer fabrication equipment and land and
buildings at North Tyneside to Taiwan Semiconductor
Manufacturing Company (TSMC) and Highbridge Business
Park Limited (Highbridge) for a total of
approximately $125 million. We recorded proceeds of
$82 million and recognized a gain of $30 million for
the sale of the equipment in the year ended December 31,
2008. We received proceeds of $43 million from Highbridge
upon closing of the real property portion of the transaction in
November 2007. We vacated the facility in May 2008.
Acquisition-Related
Charges
We recorded total acquisition-related charges of
$16 million and $24 million in the years ended
December 31, 2009 and 2008, respectively, related to the
acquisition of Quantum, which comprised of the following
components:
We recorded amortization of intangible assets of $5 million
and $6 million in the years ended December 31, 2009
and 2008, respectively, associated with customer relationships,
developed technology, trade name, non-compete agreements and
backlog. These assets are amortized over three to five years. We
estimate charges related to amortization of intangible assets
will be approximately $4 million for the year ending
December 31, 2010.
In the year ended December 31, 2008, we recorded a charge
of $1 million associated with acquired in-process research
and development (IPR&D), in connection with the
acquisition of Quantum. Our methodology for allocating the
purchase price to IPR&D involves established valuation
techniques utilized in the high-technology industry.
We also agreed to compensate former key executives of Quantum,
contingent upon continuing employment determined at various
dates over a three year period. We have agreed to pay up to
$15 million in cash and issue 5,319 shares of our
common stock valued at $17 million, based on our closing
stock price on March 4, 2008. These amounts are being
accrued over the employment period on a graded vested basis. As
a result, in the years ended December 31, 2009 and 2008, we
recorded compensation-related expenses of $11 million,
which are payable in cash of $4 million and stock of
$7 million, and $17 million, which is payable in cash
of $11 million and stock of $6 million. We made cash
payments of $11 million to the former Quantum employees in
the year ended December 31, 2009.
44
Restructuring
Charges
The following table summarizes the activity related to the
accrual for restructuring charges detailed by event for the
years ended December 31, 2009, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
Currency
|
|
|
December 31,
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
Translation
|
|
|
2009
|
|
|
|
Accrual
|
|
|
Charges
|
|
|
Payments
|
|
|
Adjustment
|
|
|
Accrual
|
|
|
|
(In thousands)
|
|
|
Third quarter of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination of contract with supplier
|
|
$
|
1,592
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,592
|
|
Fourth quarter of 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other restructuring charges
|
|
|
218
|
|
|
|
470
|
|
|
|
(698
|
)
|
|
|
10
|
|
|
|
|
|
Second quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
235
|
|
|
|
46
|
|
|
|
(273
|
)
|
|
|
(4
|
)
|
|
|
4
|
|
Third quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
17,575
|
|
|
|
87
|
|
|
|
(16,220
|
)
|
|
|
(885
|
)
|
|
|
557
|
|
Fouth quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
3,438
|
|
|
|
626
|
|
|
|
(4,060
|
)
|
|
|
(4
|
)
|
|
|
|
|
First quarter of 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
2,207
|
|
|
|
(2,393
|
)
|
|
|
186
|
|
|
|
|
|
Other restructuring charges
|
|
|
|
|
|
|
389
|
|
|
|
(71
|
)
|
|
|
|
|
|
|
318
|
|
Second quarter of 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
2,856
|
|
|
|
(2,856
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2009 activity
|
|
$
|
23,058
|
|
|
$
|
6,681
|
|
|
$
|
(26,571
|
)
|
|
$
|
(697
|
)
|
|
$
|
2,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
Currency
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Charges/
|
|
|
|
|
|
Translation
|
|
|
2008
|
|
|
|
Accrual
|
|
|
(Credits)
|
|
|
Payments
|
|
|
Adjustment
|
|
|
Accrual
|
|
|
|
(In thousands)
|
|
|
Third quarter of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination of contract with supplier
|
|
$
|
1,592
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,592
|
|
Fourth quarter of 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
1,324
|
|
|
|
(224
|
)
|
|
|
(1,172
|
)
|
|
|
72
|
|
|
|
|
|
Fourth quarter of 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
12,759
|
|
|
|
1,431
|
|
|
|
(14,749
|
)
|
|
|
559
|
|
|
|
|
|
Termination of contract with supplier
|
|
|
|
|
|
|
12,206
|
|
|
|
(13,019
|
)
|
|
|
813
|
|
|
|
|
|
Other restructuring charges
|
|
|
|
|
|
|
20,778
|
|
|
|
(21,465
|
)
|
|
|
905
|
|
|
|
218
|
|
Second quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
2,990
|
|
|
|
(2,534
|
)
|
|
|
(221
|
)
|
|
|
235
|
|
Third quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
28,852
|
|
|
|
(8,921
|
)
|
|
|
(2,356
|
)
|
|
|
17,575
|
|
Fouth quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
5,291
|
|
|
|
(1,879
|
)
|
|
|
26
|
|
|
|
3,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2008 activity
|
|
$
|
15,675
|
|
|
$
|
71,324
|
|
|
$
|
(63,739
|
)
|
|
$
|
(202
|
)
|
|
$
|
23,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
Currency
|
|
|
December 31,
|
|
|
|
2007
|
|
|
Charges/
|
|
|
|
|
|
Translation
|
|
|
2007
|
|
|
|
Accrual
|
|
|
(Credits)
|
|
|
Payments
|
|
|
Adjustment
|
|
|
Accrual
|
|
|
|
(In thousands)
|
|
|
Third quarter of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination of contract with supplier
|
|
$
|
8,896
|
|
|
$
|
(3,071
|
)
|
|
$
|
(4,233
|
)
|
|
$
|
|
|
|
$
|
1,592
|
|
Fouth quarter of 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
7,490
|
|
|
|
3,305
|
|
|
|
(9,959
|
)
|
|
|
488
|
|
|
|
1,324
|
|
Fouth quarter of 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
12,441
|
|
|
|
|
|
|
|
318
|
|
|
|
12,759
|
|
Other exit related costs
|
|
|
|
|
|
|
564
|
|
|
|
(564
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2007 activity
|
|
$
|
16,386
|
|
|
$
|
13,239
|
|
|
$
|
(14,756
|
)
|
|
$
|
806
|
|
|
$
|
15,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
Restructuring Charges
In the year ended December 31, 2009, we continued to
implement the restructuring initiatives announced in 2008 that
are discussed below and incurred restructuring charges of
$7 million. The charges relating to this initiative consist
of the following:
|
|
|
|
|
Net charges of $6 million, related to severance costs
resulting from involuntary termination of employees. Employee
severance costs were recorded in accordance with the accounting
standard related to costs associated with exit or disposal
activities.
|
|
|
|
Charges of $1 million related to facility closure costs.
|
We paid $26 million related to employee termination costs
in the year ended December 31, 2009.
2008
Restructuring Charges
In the year ended December 31, 2008, we incurred
restructuring charges of $71 million as we continued to
implement additional restructuring actions to improve
operational efficiencies and reduce costs.
We incurred restructuring charges related to the signing of
definitive agreements in October 2007 to sell certain wafer
fabrication equipment and real property at North Tyneside to
Taiwan Semiconductor Manufacturing Company Limited
(TSMC) and Highbridge Business Park Limited
(Highbridge). As a result of this action, this
facility was closed and all of the employees of the facility
were terminated by June 30, 2008. In addition, we began
implementing new initiatives, primarily focused on lowering
manufacturing costs and eliminating non-core research and
development programs. We recorded the following restructuring
charges (credits):
|
|
|
|
|
Net charges of $38 million related to severance costs
resulting from involuntary termination of employees.
|
|
|
|
Charges of $21 million related to equipment removal and
facility closure costs. After production activity ceased, we
utilized employees as well as outside services to disconnect
fabrication equipment, fulfill equipment performance testing
requirements of the buyer, and perform facility decontamination
and other facility closure-related activity, Included in these
costs are labor costs, facility related costs, outside service
provider costs, and legal and other fees. Equipment removal,
building decontamination and closure related cost activities
were completed as of June 30, 2008.
|
|
|
|
Charges of $12 million related to contract termination
charges, primarily associated with a long-term gas supply
contract for nitrogen gas utilized in semiconductor
manufacturing. We are required to pay an early termination
penalty including de-contamination and removal costs. Other
contract termination costs related to semiconductor equipment
support services with minimum payment clauses extending beyond
the current period.
|
|
|
|
Net charges of $1 million related to changes in estimates
of termination benefits originally recorded.
|
We paid $29 million related to employee termination costs
in the year ended December 31, 2008.
46
2007
Restructuring Activities
During 2007, we implemented restructuring initiatives announced
in 2006 and in 2007. We recorded a net restructuring charge of
$13 million, which included restructuring charges related
to the sale of certain wafer fabrication equipment and real
property at North Tyneside to TSMC and Highbridge. As a result
of these actions, this facility was closed and all of the
employees of the facility were terminated. Related to this sale,
during the fourth quarter of 2007, we recorded the following
restructuring charges:
|
|
|
|
|
Charges of $11 million related to one-time severance costs
for involuntary termination of employees.
|
|
|
|
Charges of $1 million related to on-going severance costs
for involuntary termination of employees.
|
|
|
|
Charges of $1 million related to other exit related costs.
|
In addition, we also incurred the following restructuring
charges in 2007:
|
|
|
|
|
Charges of $2 million related to severance costs for
involuntary termination of employees.
|
|
|
|
Charges of $1 million related to one-time minimum statutory
termination benefits, including changes in estimates.
|
|
|
|
A credit of $3 million related to the settlement of a
long-term gas supply contract for which the accrual was
$12 million, originally recorded in the third quarter of
2002. On May 1, 2007, in connection with the sale of the
Irving, Texas facility, we paid $6 million to terminate
this contract, of which $2 million was reimbursed by the
buyer of the facility.
|
We paid $10 million related to employee termination costs
in the year ended December 31, 2007.
Interest
and Other (Expense) Income, Net
Interest and other (expense) income, net, was $(11) million
in the year ended December 31, 2009, compared to
$(6) million in the year ended December 31, 2008. The
increases in net expenses were primarily a result of a decrease
in interest income of $9 million on our investment
portfolio and an increase in foreign exchange losses of
$2 million, offset by a decrease in interest expense of
$6 million due to lower debt balance.
Interest and other (expense) income, net, was $(6) million
in the year ended December 31, 2008, compared to
$4 million in the year ended December 31, 2007. The
net expenses in the year ended December 31, 2008 resulted
primarily from an increase in interest expense related to our
$100 million outstanding bank line of credit which was
outstanding for all of 2008, compared to less than one month in
the year ended December 31, 2007. The net expense in the
year ended December 31, 2008 was also a result of a
reduction of interest income of $6 million in the year
ended December 31, 2008 due to lower interest rates and an
increase in foreign exchange transaction losses of
$5 million.
Interest rates on our outstanding borrowings did not change
significantly in the year ended December 31, 2009, compared
to the year ended December 31, 2008.
(Benefit
from) Provision for Income Taxes
We recorded a (benefit from) provision for income taxes of
$(27) million, $7 million, and $8 million in the
years ended December 31, 2009, 2008 and 2007, respectively. A
significant component of these amounts in the years ended
December 31, 2009, 2008 and 2007, was a benefit of
$40 million, $13 million and $22 million,
respectively, due to the recognition of refundable R&D
credits that related to prior years. The refundability of these
credits does not depend on the existence of taxable income or a
tax liability and the credits were not previously recognized due
to uncertainty over the realization of these credits. The
credits were realized during these years as the income tax
audits were completed or the related statutes of limitation for
the credits expired. In the year ended December 31, 2009,
the tax benefit was partially offset by net
out-of-period
adjustments related to prior years of $8 million discussed
below. The income tax provision in the years ended
December 31, 2008 and 2007 resulted primarily from taxes
incurred by the Companys profitable foreign subsidiaries
and an increase in tax reserves related to certain
U.S. Federal, state and foreign tax liabilities, partially
offset by the recognition of tax credits in foreign
jurisdictions and the refund of unused tax credits.
47
In the three months ended December 31, 2009, we recorded
out-of-period
adjustments totaling $9 million to record income tax
expense associated with certain foreign intercompany loans and
alternative minimum tax, which related to fiscal years 2003 to
2008. In addition, during the three months ended June 30,
2009, we recorded an
out-of-period
adjustment of $1 million to correct alternative minimum tax
liabilities that were overstated in 2008. The net impact of
out-of-period
adjustments related to prior years totaled $8 million for
the year ended December 31, 2009. We have assessed the
impact of correcting these errors in the current period and do
not believe that these amounts are material to any prior period
financial statements, nor is the correction of these errors
material to the 2009 financial statements. As a result, we have
not restated any prior period amounts.
In the year ended December 31, 2009, we reviewed the
potential U.S. tax impact of intercompany loans among
foreign subsidiaries. As a result of this review, the
December 31, 2008 deferred tax asset balances were adjusted
to reflect the utilization of federal net operating losses from
prior years, and the addition of foreign tax credit carryovers
from prior years. These changes in the net operating loss and
foreign tax credit carryforwards were offset by a corresponding
change to the valuation allowance. See Note 12 of the Notes
to Consolidated Financial Statements for further discussion.
At December 31, 2009, there was no U.S. income tax
provision for undistributed earnings of approximately
$139 million, respectively, as it is currently our
intention to reinvest these earnings indefinitely in operations
outside the U.S. The determination of the tax effect of
repatriating these earnings is not practicable because of the
numerous assumptions associated with this hypothetical
calculation. However, foreign tax credits would be available to
reduce some portion of this amount.
At December 31, 2009, we had net operating loss carry
forwards in
non-U.S. jurisdictions
of approximately $394 million. These loss carry forwards
expire in different periods starting in 2010. We also had
U.S. state net operating loss carry forwards of
approximately $542 million at December 31, 2009. These
loss carry forwards expire in different periods from 2010
through 2030. We also have U.S. Federal R&D credits of
$14 million and state R&D tax credits of
$10 million at December 31, 2009. U.S. Federal
R&D credits will begin to expire beginning in 2020, and the
state R&D credits carryforward indefinitely. We have
foreign tax credits of $28 million which start to expire in
2018 and state investment tax credits of $27 million at
December 31, 2009 that begin to expire in 2010. In
addition, we have foreign R&D credits of $17 million
which are refundable in the future if they are not used to
offset future tax liability.
On January 1, 2007, we adopted the accounting standard
related to uncertain income tax positions. Under the accounting
standard, the impact of an uncertain income tax position on
income tax expense must be recognized at the largest amount that
is more-likely-than-not to be sustained. An uncertain income tax
position will not be recognized if it has less than a 50%
likelihood of being sustained. At December 31, 2009, 2008
and 2007, we had $183 million, $216 million and
$189 million of unrecognized tax benefits, respectively.
In 2005, the Internal Revenue Service (IRS)
completed its audit of our U.S. income tax returns for the
years 2000 and 2001 and has proposed various adjustments to
these income tax returns, including carry back adjustments to
1996 and 1999. In January 2007, after subsequent discussions
with us, the IRS revised their proposed adjustments for these
years. In May 2007, the IRS completed its audit of our
U.S. income tax returns for the years 2002 and 2003 and has
proposed various adjustments to these income tax returns. We
have protested all of these proposed adjustments and are
currently working through the matters with the IRS Appeals
Division.
In 2009, the French tax authority completed its examination of
tax years 2001 through 2005 for one of our French subsidiaries.
The examination for these years has resulted in a reduction of
deferred tax assets associated with net operating loss carryover
of $54 million, for which there was a full valuation allowance.
The income tax return for the 2006 tax year is currently under
limited scope audit by the French tax authority.
In addition, we have tax audits in progress in U.S. states
and other foreign jurisdictions. We have accrued taxes and
related interest and penalties that may be due upon the ultimate
resolution of these examinations. While we believe that the
resolution of these tax credits will not have a material adverse
impact on our results of operations, cash flows or financial
position, the outcome is subject to significant uncertainties.
48
Liquidity
and Capital Resources
At December 31, 2009, we had $476 million of cash,
cash equivalents and short-term investments compared to
$441 million at December 31, 2008. Our current ratio,
calculated as total current assets divided by total current
liabilities, improved to 2.49 at December 31, 2009,
compared to 2.07 at December 31, 2008. We reduced our
short-term and long-term debt obligations to $95 million at
December 31, 2009 from $145 million at
December 31, 2008. Working capital, calculated as total
current assets less total current liabilities, increased to
$596 million at December 31, 2009, compared to
$531 million at December 31, 2008. Cash provided by
operating activities totaled $122 million and
$111 million in the years ended December 31, 2009 and
2008, respectively.
Approximately $5 million of our investment portfolio at
December 31, 2009 was invested in auction-rate securities,
compared to $9 million at December 31, 2008. In the
year ended December 31, 2009 approximately $4 million
of auction-rate securities were redeemed at par value.
Approximately $2 million and $9 million of our
auction-rate securities are classified as long-term investments
within other assets on the consolidated balance sheet as of
December 31, 2009 and 2008, as they are not expected to be
liquidated within the next twelve months. In October 2008, we
accepted an offer from UBS Financial Services Inc.
(UBS) to purchase our remaining eligible
auction-rate securities of $3 million at par value at any
time during a two-year time period from June 30, 2010 to
July 2, 2012. We expect to sell the securities to UBS at
par value on June 30, 2010; therefore, these securities are
classified within short-term investments on the consolidated
balance sheet as of December 31, 2009.
Operating
Activities
Net cash provided by operating activities was $122 million
in the year ended December 31, 2009, compared to
$111 million in the year ended December 31, 2008. Net
cash provided by operating activities in the year ended
December 31, 2009 was primarily due to positive operating
results, adjusting the year to date net loss of
$109 million to exclude asset impairment charge of
$80 million, certain non-cash depreciation and amortization
charges of $71 million and stock-based compensation charges
of $38 million. In addition, operating cash flows were
increased by reduced inventories (relating to lower production
levels) of $85 million. Cash flows from operations were
reduced by $49 million in payments reducing liabilities
incurred in prior year, including restructuring payments of
$27 million and a repayment of customer advance of
$10 million, along with cash outflow of $5 million
that increased current and other assets, including prepayments
for insurance, product licenses and taxes.
Net cash provided by operating activities was $111 million
in the year ended December 31, 2008 compared to
$196 million in the year ended December 31, 2007. Cash
flows from operations in 2008 were driven by strong operating
results, adjusting the year to date net loss of $27 million
to exclude depreciation and stock-based compensation of
$170 million, offset by accounts payable and accrued
liability cash outflows that included restructuring and grant
repayment expenditures incurred in the course of closing our
North Tyneside, UK manufacturing facility of approximately
$104 million.
Accounts receivable increased by 5% or $9 million to
$194 million at December 31, 2009, from
$185 million at December 31, 2008. The average days of
accounts receivable outstanding (DSO) increased to
51 days at December 31, 2009 from 50 days at
December 31, 2008. Our accounts receivable and DSO are
primarily impacted by shipment linearity, payment terms offered,
our customers credit worthiness, and collection
performance. Should we need to offer longer payment terms in the
future due to competitive pressures or longer customer payment
patterns, our DSO and cash flows from operating activities would
be negatively affected.
Decreases in inventories provided $85 million of operating
cash flows in the year ended December 31, 2009, compared to
$20 million in the year ended December 31, 2008. Our
days of inventory decreased to 102 days at
December 31, 2009 from 146 days at December 31,
2008, primarily due to significantly reduced manufacturing
activity levels and increased shipment levels experienced during
the fourth quarter of the year. Inventories consist of raw
wafers, purchased specialty wafers,
work-in-process
and finished units. We are continuing to take measures to reduce
manufacturing cycle times and improve production planning
efficiency. However, the strategic need to offer competitive
lead times may result in an increase in inventory levels in the
future.
49
In the year ended December 31, 2009, we made cash payments
of $11 million to former Quantum employees in connection
with contingent employment arrangements resulting from the
acquisition, which was completed during the first quarter of
2008.
Investing
Activities
Net cash used in investing activities was $44 million in
the year ended December 31, 2009, compared to
$54 million in the year ended December 31, 2008. In
the year ended December 31, 2009, we paid $32 million
for acquisitions of fixed assets and $11 million for
intangible assets and approximately $3 million related to
contingent consideration earned by a former Quantum employee.
During the year ended December 31, 2008, we paid
approximately $99 million for the acquisition of Quantum,
net of cash acquired, and $44 million for capital
expenditures, offset in part by $80 million we received
from the sale of fabrication equipment from our North Tyneside,
UK facility. We anticipate expenditures for capital purchases
will be between $60 million and $65 million in 2010,
which will be used to maintain existing manufacturing operations
and provide additional testing capacity.
Financing
Activities
Net cash used in financing activities was $46 million in
the year ended December 31, 2009, compared to
$9 million in the year ended December 31, 2008. We
continued to pay down debt, with repayments of principal
balances on our bank lines of credit and capital leases totaling
$51 million in the year ended December 31, 2009,
compared to $18 million in the year ended December 31,
2008. Net proceeds from the issuance of common stock totaled
$10 million and $11 million in the years ended
December 31, 2009 and 2008, respectively.
We believe that our existing balances of cash, cash equivalents
and short-term investments, together with anticipated cash flow
from operations, equipment lease financing, and other short-term
and medium-term bank borrowings, will be sufficient to meet our
liquidity and capital requirements over the next twelve months.
During the next twelve months, we expect our operations to
generate positive cash flow. However, a significant portion of
cash may be used to repay debt, make capital investments or
satisfy restructuring commitments. We expect that we will have
sufficient cash from operations and financing sources to satisfy
all debt obligations. We made $32 million in cash payments
for capital equipment in the year ended December 31, 2009,
and we expect our cash payments for capital expenditures to be
between $60 million to $65 million in 2010. Debt
obligations outstanding at December 31, 2009, which are
classified as short-term, totaled $85 million. We paid
$27 million in restructuring payments, primarily for
employee severance in the year ended December 31, 2009. We
expect to pay out approximately $2 million in further
restructuring payments during 2010. During 2010 and future
years, our capacity to make necessary capital investments will
depend on our ability to continue to generate sufficient cash
flow from operations and on our ability to obtain adequate
financing if necessary. In the event that we cannot obtain
adequate financing due to credit market conditions or must pay
down our $80 million in a line of credit, we believe we
have sufficient funds due to the $476 million in cash, cash
equivalents and short-term investments we held as of
December 31, 2009 together with expected future cash flows
from operations, which amounted to $122 million for the
year ended December 31, 2009.
On March 15, 2006, we entered into a five-year asset-backed
credit facility for up to $165 million with certain
European lenders. This facility is secured by our
non-U.S. trade
receivables. At December 31, 2009, the amount outstanding
under this facility was $80 million. In June 2009, we
repaid $20 million under this line of credit as its
eligible
non-U.S. trade
receivables declined. The eligible non-US trade receivables were
$94 million at December 31, 2009. Borrowings under the
facility bear interest at LIBOR plus 2% per annum (approximately
2.23% based on the one month LIBOR at December 31, 2009),
while the undrawn portion is subject to a commitment fee of
0.375% per annum. The outstanding balance is subject to
repayment in full on the last day of its interest period (every
two months). The terms of the facility subject us to certain
financial and other covenants and cross-default provisions. We
were in compliance with our financial covenants as of
December 31, 2009. On November 6, 2009, we reduced the
credit facility to $125 million from $165 million.
Commitment fees and amortization of up-front fees paid related
to the facility in the years ended December 31, 2009, 2008
and 2007 totaled $1 million each year and are included in
interest and other (expense) income, net, in the consolidated
statements of operations.
50
In December 2004, we established a $25 million revolving
line of credit with a domestic bank, which was extended until
September 2009. The interest rate on the revolving line of
credit was either the lower of the domestic banks prime
rate or LIBOR plus 2%. The revolving line of credit was secured
by our U.S. trade receivables and requires us to meet
certain financial ratios and to comply with other covenants on a
periodic basis. In February 2009, we repaid $4 million and
the remaining $21 million was repaid on September 30,
2009, when the revolving line of credit matured.
Contractual
Obligations
The following table describes our commitments to settle
contractual obligations in cash as of December 31, 2009.
See Note 11 of Notes to Consolidated Financial Statements
for further discussion.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
1-3
|
|
|
3-5
|
|
|
|
|
|
|
|
Contractual Obligations:
|
|
Less than 1 Year
|
|
|
Years
|
|
|
Years
|
|
|
More than 5 Years
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Notes payable
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,484
|
|
|
$
|
3,484
|
|
Capital leases
|
|
|
5,485
|
|
|
|
5,957
|
|
|
|
|
|
|
|
|
|
|
|
11,442
|
|
Lines of credit
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt obligations
|
|
|
85,485
|
|
|
|
5,957
|
|
|
|
|
|
|
|
3,484
|
|
|
|
94,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital purchase commitments
|
|
|
2,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,925
|
|
Long-term supply agreement obligation(a)
|
|
|
45,031
|
|
|
|
33,774
|
|
|
|
|
|
|
|
|
|
|
|
78,805
|
|
Long-term supply agreement obligation(b)
|
|
|
5,943
|
|
|
|
6,512
|
|
|
|
716
|
|
|
|
|
|
|
|
13,171
|
|
Estimated pension plan benefit payments (see Note 13)
|
|
|
686
|
|
|
|
1,040
|
|
|
|
1,642
|
|
|
|
8,607
|
|
|
|
11,975
|
|
Grants to be repaid
|
|
|
15,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,058
|
|
Restructuring(e)
|
|
|
2,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,471
|
|
Operating leases
|
|
|
14,750
|
|
|
|
19,261
|
|
|
|
3,096
|
|
|
|
281
|
|
|
|
37,388
|
|
Acquisition-related payable(c)
|
|
|
4,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,355
|
|
Other long-term obligations(d)
|
|
|
29,910
|
|
|
|
36,987
|
|
|
|
20,499
|
|
|
|
8,822
|
|
|
|
96,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other commitments
|
|
|
121,129
|
|
|
|
97,574
|
|
|
|
25,953
|
|
|
|
17,710
|
|
|
|
262,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: interest
|
|
|
817
|
|
|
|
217
|
|
|
|
|
|
|
|
|
|
|
|
1,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
207,431
|
|
|
$
|
103,748
|
|
|
$
|
25,953
|
|
|
$
|
21,194
|
|
|
$
|
358,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
This amount relates to the contractual obligation on a supply
agreement that we entered into with the buyer of our
manufacturing operations in Heilbronn, Germany facility. The
wafers are purchased at cost in Euros, which represents the fair
value at the time of purchase. The commitment is equivalent to
approximately 55 million Euros. |
|
(b) |
|
This amount relates to long term gas supply agreements that we
have entered into with various suppliers. |
|
(c) |
|
We have an obligation to pay certain former Quantum employees
$4 million in cash (see Note 3 of Notes to
Consolidated Financial Statements for further discussion). |
|
(d) |
|
Other long-term obligations consist principally of future
repayments of approximately $45 million of advances from
customers, and $14 million of technology license payments.
Long-term advances from customers include approximately
$10 million that is due within 1 year, and has been
classified within current liabilities (see Note 2 of Notes
to Consolidated Financial Statements for further discussion).
The balance is due in annual installments of $10 million
per year, until repaid in full. The remaining balance is
primarily related to various other long-term obligations. |
|
(e) |
|
Contains all restructuring liabilities as of December 31,
2009. |
51
The contractual obligation table excludes liabilities of
$116 million because we cannot make a reliable estimate of
the timing of cash payments. See Note 12 of the Notes to
the Consolidated Financial Statements for further discussion.
Approximately $80 million of our total debt requires us to
meet certain financial ratios and to comply with other covenants
on a periodic basis, and have cross default provisions. The
financial ratio covenants include, but are not limited to, the
maintenance of minimum cash balances and net worth, and debt to
capitalization ratios. We were in compliance with these
covenants as of December 31, 2009.
If we need to renegotiate any of these covenants in the future,
and the lenders refuse and we are unable to comply with the
covenants, then we may immediately be required to repay the
loans concerned. In the event we are required to repay these
loans ahead of their due dates, we believe that we have the
resources to make such repayments, but such payments could
adversely impact our liquidity.
Our ability to service long-term debt in the U.S. or to
obtain cash for other needs from our foreign subsidiaries may be
structurally impeded. Since a substantial portion of our
operations are conducted through our foreign subsidiaries, our
cash flow and ability to service debt are partially dependent
upon the liquidity and earnings of our subsidiaries as well as
the distribution of those earnings, or repayment of loans or
other payments of funds by those subsidiaries, to the
U.S. parent corporation. These foreign subsidiaries are
separate and distinct legal entities and may have limited or no
obligation, contingent or otherwise, to pay any amount to us,
whether by dividends, distributions, loans or other payments.
However, the U.S. parent corporation owes much of our
consolidated long-term debt.
Defined
Benefit Pension Plans
We sponsor defined benefit pension plans that cover
substantially all French and German employees. Plan benefits are
provided in accordance with local statutory requirements.
Benefits are based on years of service and employee compensation
levels. The plans are non-funded. Pension liabilities and
charges to expense are based upon various assumptions, updated
quarterly, including discount rates, future salary increases,
employee turnover, and mortality rates. Retirement Plans consist
of two types of plans. The first plan type provides for
termination benefits paid to employees only at retirement, and
consists of approximately one to five months of salary. This
structure covers our French employees. The second plan type
provides for defined benefit payouts for the remaining
employees post-retirement life, and covers our German
employees. Pension benefits payable totaled $29 million and
$27 million at December 31, 2009 and 2008,
respectively. Cash funding for benefits to be paid for 2010 is
expected to be approximately $1 million, and an additional
$11 million thereafter over the next 10 years.
Off-Balance
Sheet Arrangements (Including Guarantees)
In the ordinary course of business, we have investments in
privately held companies, which we review to determine if they
should be considered variable interest entities. We have
evaluated our investments in these privately held companies and
have determined that there was no material impact on our
operating results or financial condition. Certain events can
require a reassessment of our investments in privately held
companies to determine if they are variable interest entities
and which of the stakeholders will be the primary beneficiary.
As a result of such events, we may be required to make
additional disclosures or consolidate these entities. We may be
unable to influence these events.
During the ordinary course of business, we provide standby
letters of credit or other guarantee instruments to certain
parties as required for certain transactions initiated by either
our subsidiaries or us. As of December 31, 2009, the
maximum potential amount of future payments that we could be
required to make under these guarantee agreements is
approximately $2 million. We have not recorded any
liability in connection with these guarantee arrangements. Based
on historical experience and information currently available, we
believe we will not be required to make any payments under these
guarantee arrangements.
52
Recent
Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board
(FASB) issued the FASB Accounting Standards
Codification (Codification) as the source of authoritative
accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial
statements in conformity with U.S. GAAP. Rules and
interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification
carries an equal level of authority. The Codification is
effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Codification
superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting
literature not included in the Codification became
non-authoritative. We have updated our disclosures to conform to
the Codification in this
Form 10-K
for the year ended December 31, 2009.
In June 2009, the FASB also issued an amendment to the
accounting and disclosure requirements for the consolidation of
variable interest entities (VIEs). The elimination of the
concept of a QSPE, removes the exception from applying the
consolidation guidance within this amendment. This amendment
requires an enterprise to perform a qualitative analysis when
determining whether or not it must consolidate a VIE. The
amendment also requires an enterprise to continuously reassess
whether it must consolidate a VIE. Additionally, the amendment
requires enhanced disclosures about an enterprises
involvement with VIEs and any significant change in risk
exposure due to that involvement, as well as how its involvement
with VIEs impacts the enterprises financial statements.
Finally, an enterprise will be required to disclose significant
judgments and assumptions used to determine whether or not to
consolidate a VIE. This amendment is effective for financial
statements issued for fiscal years beginning after
November 15, 2009. We are currently evaluating the
potential impact, if any, of the adoption of this amendment on
our consolidated results of operations and financial condition.
In April 2009, the FASB issued an amendment and clarification to
address application issues regarding initial recognition and
measurement, subsequent measurement and accounting and
disclosure of assets and liabilities arising from contingencies
in a business combination. The amendment is effective for assets
or liabilities arising from contingencies in business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or
after December 15, 2008. Although we did not enter into any
business combinations during 2009, we believe the amendment may
have a material impact on our future consolidated financial
statements depending on the size and nature of any future
business combinations that we may enter into.
Critical
Accounting Policies and Estimates
The preparation of financial statements and related disclosures
in conformity with accounting principles generally accepted in
the United States requires us to make judgments, assumptions,
and estimates that affect the amounts reported in the
Consolidated Financial Statements and accompanying notes.
Note 1 of Notes to Consolidated Financial Statements
describes the significant accounting policies and methods used
in the preparation of the Consolidated Financial Statements. We
consider the accounting policies described below to be our
critical accounting policies. These critical accounting policies
are impacted significantly by judgments, assumptions, and
estimates used in the preparation of the Consolidated Financial
Statements and actual results could differ materially from the
amounts reported based on these policies.
Revenue
Recognition
We sell our products to OEMs and distributors and recognize
revenue when the rights and risks of ownership have passed to
the customer, when persuasive evidence of an arrangement exists,
the product has been delivered, the price is fixed or
determinable, and collection of the resulting receivable is
reasonably assured. Allowances for sales returns and other
credits are recorded at the time of sale.
Contracts and customer purchase orders are used to determine the
existence of an arrangement. Shipping documents are used to
verify delivery. We assess whether the price is fixed or
determinable based on the payment terms associated with the
transaction and whether the sales price is subject to refund or
adjustment. We assess collectibility based primarily on the
creditworthiness of the customer as determined by credit checks
and analysis, as well as the customers payment history.
Sales terms do not include post-shipment obligations except for
product warranty, as described in Note 1 of Notes to
Consolidated Financial Statements.
53
For sales to certain distributors (primarily based in the
U.S. and Europe) with agreements allowing for price
protection and product returns, we recognize revenue at the time
the distributor sells the product to its end customer. Revenue
is not recognized upon shipment since, due to price protection
rights, the sales price is not substantially fixed or
determinable at that time. Additionally, these distributors have
contractual rights to return products, up to a specified amount
for a given period of time. Revenue is recognized when the
distributor sells the product to an end-user, at which time the
sales price becomes fixed. At the time of shipment to these
distributors, we record a trade receivable for the selling price
as there is a legally enforceable right to payment, relieve
inventory for the carrying value of goods shipped since legal
title has passed to the distributor, and record the gross margin
in deferred income on shipments to distributors on the
consolidated balance sheets. This balance represents the gross
margin on the sale to the distributor; however, the amount of
gross margin recognized by us in future periods could be less
than the deferred margin as a result of price protection
concessions related to market pricing conditions. We do not
reduce deferred margin by estimated price protection; instead,
such price concessions are recorded when incurred, which is
generally at the time the distributor sells the product to an
end-user. Deferred income on shipments to distributors was
$45 million and $42 million at December 31, 2009
and 2008, respectively. Sales to certain other primarily
non-U.S. based
distributors (primarily based in Asia) carry either no or very
limited rights of return. We have historically been able to
estimate returns and other credits from these distributors and
accordingly have historically recognized revenue from sales to
these distributors upon shipment, with a related allowance for
potential returns established at the time of sale.
Our revenue reporting is highly dependent on receiving accurate
and timely data from our distributors. Distributors provide us
periodic data regarding the product, price, quantity, and end
customer when products are resold as well as the quantities of
our products they still have in stock. Because the data set is
large and complex and because there may be errors in the
reported data, we must use estimates and apply judgments to
reconcile distributors reported inventories to their
activities. Actual results could vary from those estimates.
Allowance
for Doubtful Accounts and Sales Returns
We must make estimates of potential future product returns and
revenue adjustments related to current period product revenue.
Management analyzes historical returns, current economic trends
in the semiconductor industry, changes in customer demand and
acceptance of our products when evaluating the adequacy of our
allowance for sales returns. If management made different
judgments or utilized different estimates, material differences
in the amount of our reported revenues may result. We provide
for sales returns based on our customer experience and our
expectations for revenue adjustments based on economic
conditions within the semiconductor industry.
We maintain an allowance for doubtful accounts for losses that
we estimate will arise from our customers inability to
make required payments. We make our estimates of the
uncollectibility of our accounts receivable by analyzing
specific customer creditworthiness, historical bad debts and
current economic trends. At December 31, 2009 and 2008, the
allowance for doubtful accounts was approximately
$12 million and $15 million, respectively. In the
three months ended December 31, 2008, we recorded a bad
debt charge of $12 million related to an Asian distributor
whose business was impacted following their addition to the
U.S. Department of Commerce Entity List, which prohibits us
from shipping products to the distributor.
Accounting
for Income Taxes
In calculating our income tax expense, it is necessary to make
certain estimates and judgments for financial statement purposes
that affect the recognition of tax assets and liabilities.
We record a valuation allowance to reduce our deferred tax
assets to the amount that is more likely than not to be
realized. While we consider future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the
need for the valuation allowance, in the event that we determine
that we would be able to realize deferred tax assets in the
future in excess of the net recorded amount, an adjustment to
the net deferred tax asset would decrease income tax expense in
the period such determination is made. Likewise, should we
determine that we would not be able to realize all or part of
the net deferred tax asset in the future, an adjustment to the
net deferred tax asset would increase income tax expense in the
period such determination is made.
54
Our income tax calculations are based on application of the
respective U.S. federal, state or foreign tax law. Our tax
filings, however, are subject to audit by the respective tax
authorities. Accordingly, we recognize tax liabilities based
upon our estimate of whether, and the extent to which,
additional taxes will be due when such estimates are
more-likely-than-not to be sustained. An uncertain income tax
position will not be recognized if it has less than a 50%
likelihood of being sustained. To the extent the final tax
liabilities are different than the amounts originally accrued,
the increases or decreases are recorded as income tax expense or
benefit in the consolidated statements of operations.
Valuation
of Inventory
Our inventories are stated at the lower of cost (determined on a
first-in,
first-out basis for raw materials and purchased parts and an
average cost basis for work in progress and finished goods) or
market. Cost includes labor, including stock-based compensation
costs, materials, depreciation and other overhead costs, as well
as factors for estimated production yields and scrap.
Determining market value of inventories involves numerous
judgments, including average selling prices and sales volumes
for future periods. We primarily utilize selling prices in our
period ending backlog for measuring any potential declines in
market value below cost. Any adjustment for market value
provision is charged to cost of revenues at the point of market
value decline.
We evaluate our ending inventories for excess quantities and
obsolescence on a quarterly basis. This evaluation includes
analysis of historical and forecasted sales levels by product.
Inventories on hand in excess of forecasted demand are provided
for. In addition, we write off inventories that are considered
obsolete. Obsolescence is determined from several factors,
including competitiveness of product offerings, market
conditions and product life cycles when determining
obsolescence. Increases to the provision for excess and obsolete
inventory are charged to cost of revenues. At the point of the
loss recognition, a new, lower-cost basis for that inventory is
established, and subsequent changes in facts and circumstances
do not result in the restoration or increase in that newly
established cost basis. If this lower-cost inventory is
subsequently sold, the related provision is matched to the
movement of related product inventory, resulting in lower costs
and higher gross margins for those products.
Our inventories include high-technology parts that may be
subject to rapid technological obsolescence and which are sold
in a highly competitive industry. If actual product demand or
selling prices are less favorable than we estimate, we may be
required to take additional inventory write-downs.
Fixed
Assets
We review the carrying value of fixed assets for impairment when
events and circumstances indicate that the carrying value of an
asset or group of assets may not be recoverable from the
estimated future cash flows expected to result from its use
and/or
disposition. Factors which could trigger an impairment review
include the following: (i) significant negative industry or
economic trends, (ii) exiting an activity in conjunction
with a restructuring of operations, (iii) current,
historical or projected losses that demonstrated continuing
losses associated with an asset, (iv) significant decline
in our market capitalization for an extended period of time
relative to net book value, (v) recent changes in our
manufacturing model, and (vi) managements assessment
of future manufacturing capacity requirements. In cases where
undiscounted expected future cash flows are less than the
carrying value, an impairment loss is recognized equal to the
amount by which the carrying value exceeds the estimated fair
value of the assets. The estimation of future cash flows
involves numerous assumptions, which require our judgment,
including, but not limited to, future use of the assets for our
operations versus sale or disposal of the assets, future-selling
prices for our products and future production and sales volumes.
In addition, we must use our judgment in determining the groups
of assets for which impairment tests are separately performed.
Our business requires heavy investment in manufacturing
facilities that are technologically advanced but can quickly
become significantly underutilized or rendered obsolete by rapid
changes in demand for semiconductors produced in those
facilities.
We estimate the useful life of our manufacturing equipment,
which is the largest component of our fixed assets, to be five
years. We base our estimate on our experience with acquiring,
using and disposing of equipment over time. Depreciation expense
is a major element of our manufacturing cost structure. We begin
depreciation on new equipment when it is put into use for
production. The aggregate amount of fixed assets under
construction for which
55
depreciation was not being recorded was approximately
$4 million and $2 million as of December 31, 2009
and 2008, respectively.
Valuation
of Goodwill and Intangible Assets
We review goodwill and intangible assets with indefinite lives
for impairment annually during the fourth quarter and whenever
events or changes in circumstances indicate the carrying value
of goodwill may not be recoverable. Purchased intangible assets
with finite useful lives are amortized using the straight-line
method over their estimated useful lives and are reviewed for
impairment whenever events or changes in circumstances indicate
that we may not be able to recover the assets carrying
amount. Determining the fair value of a reporting unit is
judgmental in nature and involves the use of significant
estimates and assumptions. We determine the fair value of our
reporting unit based on an income approach, whereby we calculate
the fair value of the reporting unit based on the present value
of estimated future cash flows, which are formed by evaluating
operating plans. Estimates of the future cash flows associated
with the businesses are critical to these assessments. The
assumptions used in the fair value calculation change from year
to year and include revenue growth rates, operating margins,
risk adjusted discount rates and future economic and market
conditions. Changes in these estimates based on changed economic
conditions or business strategies could result in material
impairment charges in future periods. We base our fair value
estimates on assumptions we believe to be reasonable. Actual
future results may differ from those estimates.
Stock-Based
Compensation
Our determination of the fair value of stock-based payment
awards on the date of grant utilizes an option-pricing model,
and is impacted by our common stock price as well as a change in
assumptions regarding a number of highly complex and subjective
variables. These variables include, but are not limited to:
expected common stock price volatility over the term of the
option awards, as well as the projected employee option exercise
behaviors during the expected period between the stock option
vesting date and the stock option exercise date. Option-pricing
models were developed for use in estimating the value of traded
options that have no vesting or hedging restrictions and are
fully transferable. Because employee stock options have certain
characteristics that are significantly different from traded
options, and changes in the subjective assumptions can
materially affect the estimated fair value, in our opinion, the
existing Black-Scholes option-pricing model may not provide an
accurate measure of the fair value of employee stock options.
Although the fair value of employee stock options is determined
using an option-pricing model that value may not be indicative
of the fair value observed in a willing buyer/willing seller
market transaction. For performance-based restricted stock
units, we are required to assess the probability of achieving
certain financial objectives at the end of each reporting
period. Based on the assessment of this probability, which
require judgment, we record stock-based compensation expense,
which may be reversed in future periods if we determine that it
is no longer probable that the objectives will be achieved. The
fair value of a restricted stock unit is equivalent to the
market price of our common stock on the measurement date.
Restructuring
Charges
We have recorded accruals for restructuring costs related to the
restructuring of operations. The restructuring accruals include
primarily payments to employees for severance, termination fees
associated with leases, other contracts and other costs related
to the closure of facilities. Accruals are recorded when
management has approved a plan to restructure operations and a
liability has been incurred. The restructuring accruals are
based upon management estimates at the time they are recorded.
These estimates can change depending upon changes in facts and
circumstances subsequent to the date the original liability was
recorded.
Litigation
The semiconductor industry is characterized by frequent
litigation regarding patent and other intellectual property
rights. We accrue for losses related to litigation if a loss is
probable and the loss can be reasonably estimated. We regularly
evaluate current information available to determine whether
accruals for litigation should be made. If we were to determine
that such a liability was probable and could be reasonably
estimated, the adjustment would be charged to income in the
period such determination was made.
56
Valuation
of Marketable Securities
Our marketable securities include corporate debt securities,
U.S. government and municipal agency debt securities,
commercial paper, guaranteed variable annuities and auction rate
securities. We monitor our investments for impairment
periodically and recognize an impairment charge when the decline
in the fair value of these investments is judged to be
other-than-temporary.
Significant judgment is used to identify events or circumstances
that would likely have a significant adverse effect on the
future use of the investment. We consider various factors in
determining whether an impairment is
other-than-temporary,
including the length of time and extent to which fair value has
been below cost basis, the financial condition of the issuer and
our ability and intent to hold the investment for a period of
time which may be sufficient for anticipated recovery of market
value. Our investments also include certain highly-rated auction
rate securities, which are structured with short-term interest
rate reset dates of either 7 or 28 days and contractual
maturities that can be in excess of ten years. We evaluate our
portfolio by continuing to monitor the credit rating and
interest yields of these auction rate securities and successful
reset at each auction date.
|
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Interest
Rate Risk
We maintain investment portfolio holdings of various issuers,
types and maturities whose values are dependent upon short-term
interest rates. We generally classify these securities as
available-for-sale,
and consequently record them on the consolidated balance sheet
at fair value with unrealized gains and losses being recorded as
a separate part of stockholders equity. We do not
currently hedge these interest rate exposures. Given our current
profile of interest rate exposures and the maturities of our
investment holdings, we believe that an unfavorable change in
interest rates would not have a significant negative impact on
our investment portfolio or statements of operations through
December 31, 2009. In addition, certain of our borrowings
are at floating rates, so this would act as a natural hedge.
We have short-term debt, long-term debt and capital leases
totaling $95 million at December 31, 2009.
Approximately $5 million of these borrowings have fixed
interest rates. We have approximately $90 million of
floating interest rate debt, of which approximately
$10 million is Euro-denominated. We do not hedge against
the risk of interest rate changes for our floating rate debt and
could be negatively affected should these rates increase
significantly. While there can be no assurance that these rates
will remain at current levels, we believe that any rate increase
will not cause a significant adverse impact to our results of
operations, cash flows or to our financial position.
The following table summarizes our variable-rate debt exposed to
interest rate risk as of December 31, 2009. All fair market
values are shown net of applicable premium or discount, if any:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable-Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at
|
|
|
|
Payments by Due Year
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
Thereafter
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
60 day USD LIBOR weighted-averageinterest rate
basis(1) Revolving lineof credit
|
|
$
|
80,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of 60 day USD LIBOR rate debt
|
|
$
|
80,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
80,000
|
|
90 day EURIBOR weighted-average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest rate basis(1) Capital leases
|
|
$
|
4,623
|
|
|
$
|
4,623
|
|
|
$
|
1,248
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
10,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of 90 day USD EURIBOR rate debt
|
|
$
|
4,623
|
|
|
$
|
4,623
|
|
|
$
|
1,248
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
10,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total variable-rate debt
|
|
$
|
84,623
|
|
|
$
|
4,623
|
|
|
$
|
1,248
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
90,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Actual interest rates include a spread over the basis amount. |
57
The following table presents the hypothetical changes in
interest expense, for the year ended December 31, 2009
related to our outstanding borrowings that are sensitive to
changes in interest rates as of December 31, 2009. The
modeling technique used measures the change in interest expense
arising from hypothetical parallel shifts in yield, of plus or
minus 50 Basis Points (BPS), 100 BPS and 150 BPS.
For the year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense Given an Interest
|
|
Interest Expense
|
|
Interest Expense Given an Interest
|
|
|
Rate Decrease by X Basis Points
|
|
with No Change in
|
|
Rate Increase by X Basis Points
|
|
|
150 BPS
|
|
100 BPS
|
|
50 BPS
|
|
Interest Rate
|
|
50 BPS
|
|
100 BPS
|
|
150 BPS
|
|
|
(In thousands)
|
|
Interest expense
|
|
$
|
4,889
|
|
|
$
|
5,460
|
|
|
$
|
6,030
|
|
|
$
|
6,600
|
|
|
$
|
7,171
|
|
|
$
|
7,741
|
|
|
$
|
8,311
|
|
Foreign
Currency Risk
When we take an order denominated in a foreign currency we will
receive fewer dollars than we initially anticipated if that
local currency weakens against the dollar before we ship our
product, which will reduce revenue. Conversely, revenues will be
positively impacted if the local currency strengthens against
the dollar. In Europe, where our significant operations have
costs denominated in European currencies, costs will decrease if
the local currency weakens. Conversely, costs will increase if
the local currency strengthens against the dollar. The net
effect of average exchange rates in the year ended
December 31, 2009, compared to the average exchange rates
in the year ended December 31, 2008, resulted in a decrease
in loss from operations of $21 million in 2009. This impact
is determined assuming that all foreign currency denominated
transactions that occurred in the year ended December 31,
2009 were recorded using the average foreign currency exchange
rates in the same period in 2008.
Approximately 24%, 23% and 22% of our net revenues in the years
ended December 31, 2009, 2008 and 2007, respectively, were
denominated in foreign currencies. Operating costs denominated
in foreign currencies, were approximately 39%, 47% and 51% of
total operating costs in the years ended December 31, 2009,
2008 and 2007, respectively.
Average annual exchange rates utilized to translate foreign
currency revenues and expenses in euro were approximately 1.39,
1.48 and 1.36 Euro to the dollar in the years ended
December 31, 2009, 2008 and 2007, respectively.
During the year ended December 31, 2009, changes in foreign
exchange rates had a favorable impact on operating costs and
loss from operations. Had average exchange rates remained the
same during the year ended December 31, 2009 as the average
exchange rates in effect for the year ended December 31,
2008, our reported revenues for the year ended December 31,
2009 would have been approximately $18 million higher.
However, our foreign currency expenses exceed foreign currency
revenues. Had average exchange rates for the year ended
December 31, 2009 remained the same as the average exchange
rates for the year ended December 31, 2008, our operating
expenses would have been approximately $39 million higher
(relating to cost of revenues of $19 million; research and
development expenses of $13 million; and sales, general and
administrative expenses of $7 million). The net effect
resulted in a decrease to loss from operations of approximately
$21 million in the year ended December 31, 2009 as a
result of favorable exchange rates when compared to the year
ended December 31, 2008. We may take actions in the future
to reduce this exposure. However, there can be no assurance that
we will be able to reduce the exposure to additional unfavorable
changes to exchanges rates and the results on gross margin.
We also face the risk that our accounts receivables denominated
in foreign currencies will be devalued if such foreign
currencies weaken quickly and significantly against the dollar.
Approximately 29% and 30% of our accounts receivables were
denominated in foreign currency as of December 31, 2009 and
2008, respectively.
We also face the risk that our accounts payable and debt
obligations denominated in foreign currencies will increase if
such foreign currencies strengthen quickly and significantly
against the dollar. Approximately 27% and 36% of our accounts
payable were denominated in foreign currency as of
December 31, 2009 and 2008, respectively. Approximately 15%
and 12% of our debt obligations were denominated in foreign
currency as of December 31, 2009 and 2008, respectively.
58
Liquidity
and Valuation Risk
Approximately $5 million of our investment portfolio at
December 31, 2009 was invested in auction-rate securities,
compared to $9 million at December 31, 2008. In the
year ended December 31, 2009 approximately $4 million
of auction-rate securities were redeemed at par value.
Approximately $2 million and $9 million of our
auction-rate securities are classified as long-term investments
within other assets on the consolidated balance sheet as of
December 31, 2009 and 2008, as they are not expected to be
liquidated within the next twelve months. In October 2008, we
accepted an offer from UBS Financial Services Inc.
(UBS) to purchase our remaining eligible
auction-rate securities of $3 million at par value at any
time during a two-year time period from June 30, 2010 to
July 2, 2012. We expect to sell the securities to UBS at
par value on June 30, 2010; therefore, we have classified
these securities to short-term investments on the consolidated
balance sheet as of December 31, 2009.
59
|
|
ITEM 8.
|
CONSOLIDATED
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
Consolidated Financial Statements of Atmel Corporation
|
|
|
|
|
|
|
|
61
|
|
|
|
|
62
|
|
|
|
|
63
|
|
|
|
|
64
|
|
|
|
|
65
|
|
|
|
|
108
|
|
Financial Statement Schedules
|
|
|
|
|
|
|
|
109
|
|
Schedules not listed above have been omitted because they are
not applicable or are not required or the information required
to be set forth therein is included in the Consolidated
Financial Statements or notes thereto
|
|
|
|
|
Supplementary Financial Data
|
|
|
|
|
|
|
|
110
|
|
60
Atmel
Corporation
Consolidated
Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except per share data)
|
|
|
Net revenues
|
|
$
|
1,217,345
|
|
|
$
|
1,566,763
|
|
|
$
|
1,639,237
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
804,338
|
|
|
|
976,223
|
|
|
|
1,059,006
|
|
Research and development
|
|
|
212,045
|
|
|
|
260,310
|
|
|
|
272,041
|
|
Selling, general and administrative
|
|
|
221,334
|
|
|
|
273,196
|
|
|
|
242,811
|
|
Acquistion-related charges
|
|
|
16,349
|
|
|
|
23,614
|
|
|
|
|
|
Charges for grant repayments
|
|
|
1,554
|
|
|
|
718
|
|
|
|
1,464
|
|
Restructuring charges
|
|
|
6,681
|
|
|
|
71,324
|
|
|
|
13,239
|
|
Asset impairment charges (recovery)
|
|
|
79,841
|
|
|
|
7,969
|
|
|
|
(1,057
|
)
|
Gain on sale of assets
|
|
|
(164
|
)
|
|
|
(32,654
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
1,341,978
|
|
|
|
1,580,700
|
|
|
|
1,587,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
|
(124,633
|
)
|
|
|
(13,937
|
)
|
|
|
51,733
|
|
Interest and other (expense) income, net
|
|
|
(11,406
|
)
|
|
|
(6,306
|
)
|
|
|
3,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations before income taxes
|
|
|
(136,039
|
)
|
|
|
(20,243
|
)
|
|
|
55,709
|
|
Benefit from (provision for) income taxes
|
|
|
26,541
|
|
|
|
(6,966
|
)
|
|
|
(7,824
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(109,498
|
)
|
|
$
|
(27,209
|
)
|
|
$
|
47,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in basic net (loss) income per
share calculations
|
|
|
451,755
|
|
|
|
446,504
|
|
|
|
477,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in diluted net (loss) income per
share calculations
|
|
|
451,755
|
|
|
|
446,504
|
|
|
|
481,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements.
61
Atmel
Corporation
Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except par value)
|
|
|
ASSETS
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
437,509
|
|
|
$
|
408,926
|
|
Short-term investments
|
|
|
38,631
|
|
|
|
31,707
|
|
Accounts receivable, net of allowance for doubtful accounts of
$11,930 and $14,996, respectively
|
|
|
194,099
|
|
|
|
184,698
|
|
Inventories
|
|
|
226,296
|
|
|
|
324,016
|
|
Current assets held for sale
|
|
|
16,139
|
|
|
|
|
|
Prepaids and other current assets
|
|
|
83,434
|
|
|
|
77,542
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
996,108
|
|
|
|
1,026,889
|
|
Fixed assets, net
|
|
|
203,219
|
|
|
|
383,107
|
|
Goodwill
|
|
|
56,408
|
|
|
|
51,010
|
|
Intangible assets, net
|
|
|
29,841
|
|
|
|
34,121
|
|
Non-current assets held for sale
|
|
|
83,260
|
|
|
|
|
|
Other assets
|
|
|
24,006
|
|
|
|
35,527
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,392,842
|
|
|
$
|
1,530,654
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities
|
|
|
|
|
|
|
|
|
Current portion of long-term debt and capital lease obligations
|
|
$
|
85,462
|
|
|
$
|
131,132
|
|
Trade accounts payable
|
|
|
105,692
|
|
|
|
116,392
|
|
Accrued and other liabilities
|
|
|
152,572
|
|
|
|
207,017
|
|
Current liabilities held for sale
|
|
|
11,284
|
|
|
|
|
|
Deferred income on shipments to distributors
|
|
|
44,691
|
|
|
|
41,512
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
399,701
|
|
|
|
496,053
|
|
Long-term debt and capital lease obligations, less current
portion
|
|
|
9,464
|
|
|
|
13,909
|
|
Long-term liabilities held for sale
|
|
|
4,014
|
|
|
|
|
|
Other long-term liabilities
|
|
|
215,256
|
|
|
|
218,608
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
628,435
|
|
|
|
728,570
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 11)
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Preferred stock; par value $0.001; Authorized:
5,000 shares; no shares issued and outstanding
|
|
|
|
|
|
|
|
|
Common stock; par value $0.001; Authorized:
1,600,000 shares;
|
|
|
|
|
|
|
|
|
Shares issued and outstanding: 454,586 at December 31, 2009
and 448,872 at December 31, 2008
|
|
|
455
|
|
|
|
449
|
|
Additional paid-in capital
|
|
|
1,284,140
|
|
|
|
1,238,796
|
|
Accumulated other comprehensive income
|
|
|
140,470
|
|
|
|
113,999
|
|
Accumulated deficit
|
|
|
(660,658
|
)
|
|
|
(551,160
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
764,407
|
|
|
|
802,084
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,392,842
|
|
|
$
|
1,530,654
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements.
62
Atmel
Corporation
Consolidated
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(109,498
|
)
|
|
$
|
(27,209
|
)
|
|
$
|
47,885
|
|
Adjustments to reconcile net (loss) income to net cash provided
by operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
70,621
|
|
|
|
134,796
|
|
|
|
128,773
|
|
Gain on sale or disposal of fixed assets and other non-cash
charges
|
|
|
|
|
|
|
(35,671
|
)
|
|
|
(1,102
|
)
|
Non-cash asset impairment charges (recovery)
|
|
|
79,841
|
|
|
|
3,025
|
|
|
|
(1,057
|
)
|
Deferred taxes
|
|
|
(15,132
|
)
|
|
|
1,130
|
|
|
|
3,039
|
|
Other non-cash losses (gains), net
|
|
|
6,563
|
|
|
|
(813
|
)
|
|
|
404
|
|
(Recovery of) provision for doubtful accounts receivable
|
|
|
(3,066
|
)
|
|
|
12,330
|
|
|
|
(212
|
)
|
Accretion of interest on long-term debt
|
|
|
569
|
|
|
|
1,468
|
|
|
|
912
|
|
In-process research and development charges
|
|
|
|
|
|
|
1,047
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
37,619
|
|
|
|
35,437
|
|
|
|
16,652
|
|
Changes in operating assets and liabilities, net of acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(6,680
|
)
|
|
|
15,625
|
|
|
|
17,719
|
|
Inventories
|
|
|
84,765
|
|
|
|
19,843
|
|
|
|
(14,682
|
)
|
Current and other assets
|
|
|
10,175
|
|
|
|
36,266
|
|
|
|
35,994
|
|
Trade accounts payable
|
|
|
38
|
|
|
|
(102,852
|
)
|
|
|
15,689
|
|
Accrued and other liabilities
|
|
|
(49,014
|
)
|
|
|
(10,215
|
)
|
|
|
(46,728
|
)
|
Income taxes payable
|
|
|
11,787
|
|
|
|
5,074
|
|
|
|
(8,261
|
)
|
Deferred income on shipments to distributors
|
|
|
3,179
|
|
|
|
21,804
|
|
|
|
852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
121,767
|
|
|
|
111,085
|
|
|
|
195,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions of fixed assets
|
|
|
(31,750
|
)
|
|
|
(44,365
|
)
|
|
|
(69,730
|
)
|
Proceeds from the sale of North Tyneside assets and other
assets, net of selling costs
|
|
|
|
|
|
|
79,543
|
|
|
|
3,000
|
|
Proceeds from sale of manufacturing facilities, net of selling
costs
|
|
|
|
|
|
|
|
|
|
|
34,714
|
|
Acquisition of Quantum Research Group, net of cash acquired
|
|
|
(3,362
|
)
|
|
|
(98,585
|
)
|
|
|
|
|
Acquisitions of intangible assets
|
|
|
(10,800
|
)
|
|
|
(1,250
|
)
|
|
|
(900
|
)
|
Purchases of marketable securities
|
|
|
(34,820
|
)
|
|
|
(27,120
|
)
|
|
|
(12,865
|
)
|
Sales or maturities of marketable securities
|
|
|
39,001
|
|
|
|
37,823
|
|
|
|
14,420
|
|
Increases in long-term restricted cash
|
|
|
(1,850
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(43,581
|
)
|
|
|
(53,954
|
)
|
|
|
(31,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on debt
|
|
|
(6,177
|
)
|
|
|
(18,086
|
)
|
|
|
(108,840
|
)
|
(Repayment of) proceeds from bank line of credit
|
|
|
(45,000
|
)
|
|
|
|
|
|
|
100,000
|
|
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
|
(250,151
|
)
|
Proceeds from issuance of common stock
|
|
|
9,746
|
|
|
|
10,520
|
|
|
|
9,160
|
|
Tax payments related to shares withheld for vested restricted
stock units
|
|
|
(4,074
|
)
|
|
|
(1,764
|
)
|
|
|
|
|
Proceeds from financing related to sale of manufacturing
facilities
|
|
|
|
|
|
|
|
|
|
|
42,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(45,505
|
)
|
|
|
(9,330
|
)
|
|
|
(206,880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(4,098
|
)
|
|
|
(13,005
|
)
|
|
|
6,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
28,583
|
|
|
|
34,796
|
|
|
|
(36,350
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the year
|
|
|
408,926
|
|
|
|
374,130
|
|
|
|
410,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
437,509
|
|
|
$
|
408,926
|
|
|
$
|
374,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
4,464
|
|
|
$
|
9,137
|
|
|
$
|
8,176
|
|
Income taxes paid
|
|
|
7,222
|
|
|
|
18,833
|
|
|
|
34,780
|
|
Supplemental non-cash investing and financing activities
disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Decreases in accounts payable related to fixed asset purchases
|
|
|
(2,777
|
)
|
|
|
(6,611
|
)
|
|
|
(9,544
|
)
|
(Decreases) increases in liabilities related to intangible
assets purchases
|
|
|
(4,800
|
)
|
|
|
(930
|
)
|
|
|
17,778
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements.
63
Atmel
Corporation
Consolidated
Statements of Stockholders Equity and Comprehensive (Loss)
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Par Value
|
|
|
Paid-In Capital
|
|
|
Income
|
|
|
Deficit
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balances, December 31, 2006
|
|
|
488,844
|
|
|
$
|
489
|
|
|
$
|
1,418,004
|
|
|
$
|
107,237
|
|
|
$
|
(571,836
|
)
|
|
|
953,894
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,885
|
|
|
|
47,885
|
|
Actuarial gain related to defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,861
|
|
|
|
|
|
|
|
6,861
|
|
Unrealized gains on investments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
681
|
|
|
|
|
|
|
|
681
|
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,361
|
|
|
|
|
|
|
|
38,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,788
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
16,788
|
|
|
|
|
|
|
|
|
|
|
|
16,788
|
|
Exercise of stock options
|
|
|
3,604
|
|
|
|
4
|
|
|
|
9,156
|
|
|
|
|
|
|
|
|
|
|
|
9,160
|
|
Vested restricted stock units
|
|
|
312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock
|
|
|
(48,923
|
)
|
|
|
(49
|
)
|
|
|
(250,102
|
)
|
|
|
|
|
|
|
|
|
|
|
(250,151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2007
|
|
|
443,837
|
|
|
$
|
444
|
|
|
$
|
1,193,846
|
|
|
$
|
153,140
|
|
|
$
|
(523,951
|
)
|
|
$
|
823,479
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,209
|
)
|
|
|
(27,209
|
)
|
Actuarial gain related to defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,079
|
|
|
|
|
|
|
|
4,079
|
|
Pension adjustment for sale of Heilbronn manufacturing facilites
(see Note 16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,970
|
)
|
|
|
|
|
|
|
(2,970
|
)
|
Unrealized losses on investments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,231
|
)
|
|
|
|
|
|
|
(1,231
|
)
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,019
|
)
|
|
|
|
|
|
|
(39,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66,350
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
35,793
|
|
|
|
|
|
|
|
|
|
|
|
35,793
|
|
Issuance of common stock for the acquisition of Quantum Research
Group
|
|
|
126
|
|
|
|
|
|
|
|
405
|
|
|
|
|
|
|
|
|
|
|
|
405
|
|
Exercise of stock options
|
|
|
1,376
|
|
|
|
1
|
|
|
|
3,187
|
|
|
|
|
|
|
|
|
|
|
|
3,188
|
|
Issuance of common stock under employee stock purchase plan
|
|
|
2,431
|
|
|
|
3
|
|
|
|
7,329
|
|
|
|
|
|
|
|
|
|
|
|
7,332
|
|
Vested restricted stock units
|
|
|
1,558
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Shares withheld for employee taxes related to vested restricted
stock units
|
|
|
(456
|
)
|
|
|
|
|
|
|
(1,764
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,764
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2008
|
|
|
448,872
|
|
|
$
|
449
|
|
|
$
|
1,238,796
|
|
|
$
|
113,999
|
|
|
$
|
(551,160
|
)
|
|
$
|
802,084
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(109,498
|
)
|
|
|
(109,498
|
)
|
Actuarial gain related to defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
413
|
|
|
|
|
|
|
|
413
|
|
Unrealized gains on investments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
327
|
|
|
|
|
|
|
|
327
|
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,731
|
|
|
|
|
|
|
|
25,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(83,027
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
37,730
|
|
|
|
|
|
|
|
|
|
|
|
37,730
|
|
Exercise of stock options
|
|
|
1,206
|
|
|
|
1
|
|
|
|
3,262
|
|
|
|
|
|
|
|
|
|
|
|
3,263
|
|
Issuance of common stock under employee stock purchase plan
|
|
|
2,139
|
|
|
|
2
|
|
|
|
6,481
|
|
|
|
|
|
|
|
|
|
|
|
6,483
|
|
Common stock issued in lieu of 2008 bonus awards
|
|
|
632
|
|
|
|
1
|
|
|
|
1,944
|
|
|
|
|
|
|
|
|
|
|
|
1,945
|
|
Vested restricted stock units
|
|
|
3,014
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Shares withheld for employee taxes related to vested restricted
stock units
|
|
|
(1,277
|
)
|
|
|
(1
|
)
|
|
|
(4,073
|
)
|
|
|
|
|
|
|
|
|
|
|
(4,074
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2009
|
|
|
454,586
|
|
|
$
|
455
|
|
|
$
|
1,284,140
|
|
|
$
|
140,470
|
|
|
$
|
(660,658
|
)
|
|
$
|
764,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements.
64
Atmel
Corporation
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except per share data, employee data, and where
otherwise indicated)
|
|
Note 1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Nature
of Operations
Atmel Corporation (Atmel or the Company)
designs, develops, manufactures and markets a broad range of
high-performance logic, radio frequency and nonvolatile memory
integrated circuits using complementary metal-oxide
semiconductor (CMOS) and other technologies.
Atmels products are used in a broad range of applications
in the telecommunications, computing, networking, consumer and
automotive electronics and other markets. Atmels customers
comprise a diverse group of United States of America
(U.S.) and
non-U.S. original
equipment manufacturers (OEMs) and distributors.
Principles
of Consolidation
The Consolidated Financial Statements include the accounts of
Atmel and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Use of
Estimates
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Significant estimates in these
financial statements include provision for excess and obsolete
inventory, sales return reserves, stock-based compensation
expense, allowances for doubtful accounts receivable, warranty
accruals, estimates for useful lives associated with long-lived
assets, charges for grant repayments, asset impairments charges
(recovery), recoverability of goodwill and intangible assets,
restructuring charges, fair value of net assets held for sale
and income taxes and tax valuation allowances. Actual results
could differ from those estimates.
Fair
Value of Financial Instruments
For certain of Atmels financial instruments, including
cash and cash equivalents, short-term investments, accounts
receivable, accounts payable and other current assets and
current liabilities, the carrying amounts approximate their fair
value due to the relatively short maturity of these items.
Investments in debt securities are carried at fair value based
on quoted market prices. The fair value of the Companys
debt approximates book value as of December 31, 2009 and
2008 due to its relatively short term nature as well as the
variable interest rates on these debt obligations. The estimated
fair value has been determined by the Company using available
market information. However, considerable judgment is required
in interpreting market data to develop the estimates of fair
value. Accordingly, the estimates presented are not necessarily
indicative of the amounts that Atmel could realize in a current
market exchange. The use of different market assumptions
and/or
estimation methodologies could have a material effect on the
estimated fair value amounts.
Cash
and Cash Equivalents
Investments with an original or remaining maturity of
90 days or less, as of the date of purchase, are considered
cash equivalents, and consist of highly liquid money market
instruments.
Atmel maintains its cash balances at a variety of financial
institutions and has not experienced any material losses
relating to such instruments. Atmel invests its excess cash in
accordance with its investment policy that has been reviewed and
approved by the Board of Directors.
65
Investments
All of the Companys investments in debt and equity
securities in publicly-traded companies are classified as
available-for-sale,
including auction-rate securities for which the Company has
received an offer from UBS Financial Services Inc.
(UBS) to purchase the Companys eligible
auction-rate securities at par value at any time during a two
year time period from June 30, 2010 to July 2, 2012.
Available-for-sale
securities with an original or remaining maturity of greater
than 90 days, as of the date of purchase, are classified as
short-term when they represent investments of cash that are
intended for use in current operations. Investments in
available-for-sale
securities are reported at fair value with unrealized gains
(losses), net of related tax, included as a component of
accumulated other comprehensive income.
The Companys marketable securities include corporate
equity securities, U.S. and foreign corporate debt
securities, guaranteed variable annuities and auction-rate
securities. The Company monitors its investments for impairment
periodically and recognizes an impairment charge when the
decline in the fair value of these investments is judged to be
other-than temporary. Significant judgment is used to identify
events or circumstances that would likely have a significant
adverse effect on the future use of the investment. The Company
considers various factors in determining whether an impairment
is
other-than-temporary,
including the length of time and extent to which fair value has
been below cost basis, the financial condition of the issuer and
its ability and intent to hold the investment for a period of
time which may be sufficient for anticipated recovery of market
value. The Companys investments include certain
highly-rated auction rate securities, totaling $5,392 and $8,795
at December 31, 2009 and 2008, respectively, which are
structured with short-term interest rate reset dates of either 7
or 28 days, and contractual maturities that can be in
excess of ten years. The Company evaluates its portfolio by
continuing to monitor the credit rating and interest yields of
these auction-rate securities and status of reset at each
auction date.
Accounts
Receivable
An allowance for doubtful accounts is calculated based on the
aging of Atmels accounts receivable, historical
experience, and management judgment. Atmel writes off accounts
receivable against the allowance when Atmel determines a balance
is uncollectible and no longer actively pursues collection of
the receivable. The Company recorded bad debt (recovery)
expenses of $(3,066), $12,330 and $(212) in the years ended
December 31, 2009, 2008 and 2007, respectively.
Inventories
Inventories are stated at the lower of standard cost (which
approximates actual cost on a
first-in,
first-out basis for raw materials and purchased parts; and an
average-cost basis for work in progress and finished goods) or
market. Market is based on estimated net realizable value. The
Company establishes provisions for lower of cost or market and
excess and obsolescence write-downs. The determination of
obsolete or excess inventory requires an estimation of the
future demand for the Companys products and these reserves
are recorded when the inventory on hand exceeds
managements estimate of future demand for each product.
Once the inventory is written down, a new cost basis is
established and these inventory reserves are not relieved until
the related inventory has been sold or scrapped.
Fixed
Assets
Fixed assets are stated at cost, less accumulated depreciation
and amortization. Depreciation is computed using the
straight-line method over the following estimated useful lives:
|
|
|
Building and improvements
|
|
10 to 20 years
|
Machinery, equipment and software
|
|
2 to 5 years
|
Furniture and fixtures
|
|
5 years
|
Maintenance, repairs and minor upgrades are expensed as incurred.
66
Investments
in Privately-Held Companies
Investments in privately-held companies are accounted for at
historical cost or, if Atmel has significant influence over the
investee, using the equity method of accounting. Atmels
proportionate share of income or losses from investments
accounted for under the equity method, and any gain or loss on
disposal, are recorded in interest and other (expenses) income,
net. Investments in privately held companies are included in
other assets on the Companys consolidated balance sheets.
For investments in privately-held companies, the Company
monitors for impairment periodically and reduces their carrying
values to fair value when the declines are determined to be
other-than-temporary.
Revenue
Recognition
The Company sells its products to OEMs and distributors and
recognizes revenue when the rights and risks of ownership have
passed to the customer, when persuasive evidence of an
arrangement exists, the product has been delivered, the price is
fixed or determinable, and collection of the resulting
receivable is reasonably assured. Allowances for sales returns
and other credits are recorded at the time of sale.
For sales to certain distributors (primarily based in the
U.S. and Europe) with agreements allowing for price
protection and product returns, the Company recognizes revenue
at the time the distributor sells the product to its end
customer. Revenue is not recognized upon shipment since, due to
price protection rights, the sales price is not substantially
fixed or determinable at that time. Additionally, these
distributors have contractual rights to return products, up to a
specified amount for a given period of time. Revenue is
recognized when the distributor sells the product to an
end-user, at which time the sales price becomes fixed. At the
time of shipment to these distributors, the Company records a
trade receivable for the selling price as there is a legally
enforceable right to payment, relieves inventory for the
carrying value of goods shipped since legal title has passed to
the distributor, and records the gross margin in deferred income
on shipments to distributors on the consolidated balance sheets.
This balance represents the gross margin on the sale to the
distributor; however, the amount of gross margin recognized by
the Company in future periods could be less than the deferred
margin as a result of price protection concessions related to
market pricing conditions which are not estimable at the time of
shipment. The Company does not reduce deferred margin by
estimated price protection; instead, such price concessions are
recorded when incurred, which is generally at the time the
distributor sells the product to an end-user. Sales to certain
other primarily
non-U.S. based
distributors (primarily based in Asia) carry either no or very
limited rights of return. The Company has historically been able
to estimate returns and other credits from these distributors
and accordingly has historically recognized revenue from sales
to these distributors upon shipment, with a related allowance
for potential returns established at the time of sale.
Royalty
Expense Recognition
The Company has entered into a number of technology license
agreements with unrelated third parties. Generally, the
agreements require a one-time or annual license fee. In
addition, the Company may be required to pay a royalty on sales
of certain products that are derived under these licensing
arrangements. The royalty expense is accrued in cost of revenues
over the period in which the revenues incorporating the
technology are recognized, and is included in accrued and other
liabilities on the consolidated balance sheets.
67
Grant
Recognition
Subsidy grants from government organizations are amortized as a
reduction of expenses over the period the related obligations
are fulfilled. Recognition of future subsidy benefits will
depend on either the Companys achievement of certain
technical milestones or the achievement of certain capital
investment spending and employment goals. The Company recognized
the following amount of subsidy grant benefits as a reduction of
either cost of revenues or research and development expenses,
depending on the nature of the grant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cost of revenues
|
|
$
|
58
|
|
|
$
|
1,688
|
|
|
$
|
1,685
|
|
Research and development expenses
|
|
|
11,198
|
|
|
|
21,603
|
|
|
|
18,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,256
|
|
|
$
|
23,291
|
|
|
$
|
19,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company receives economic incentive grants and allowances
from European governments targeted at increasing employment at
specific locations. The subsidy grant agreements typically
contain economic incentive and other covenants that must be met
to receive and retain grant benefits. Noncompliance with the
conditions of the grants could result in the forfeiture of all
or a portion of any future amounts to be received, as well as
the repayment of all or a portion of amounts received to date.
In addition, the Company may need to record charges to reverse
grant benefits recorded in prior periods as a result of changes
to its plans for headcount, project spending, or capital
investment at any of these specific locations. If the Company is
unable to comply with any of the covenants in the grant
agreements, its results of operations and financial position
could be materially adversely affected. Refer to Note 15
for further discussion.
Advertising
Costs
Atmel expenses all advertising costs as incurred. Advertising
costs were not significant in the years ended December 31,
2009, 2008, or 2007.
Foreign
Currency Translation
Most of Atmels major international subsidiaries use their
local currencies as their respective functional currencies.
Financial statements of these foreign subsidiaries are
translated into U.S. dollars at current rates, except that
revenues, costs and expenses are translated at average current
rates during each reporting period. The effect of translating
the accounts of these foreign subsidiaries into
U.S. dollars has been included in the consolidated
statements of stockholders equity and comprehensive (loss)
income as a cumulative foreign currency translation adjustment.
Gains and losses from remeasurement of assets and liabilities
denominated in currencies other than the respective functional
currencies are included in the consolidated statements of
operations. Losses due to foreign currency remeasurement
included in interest and other (expense) income, net for the
years ended December 31, 2009, 2008 and 2007 were $6,651,
$4,939 and $389, respectively.
Stock-Based
Compensation
The Company determines the fair value of its stock-based payment
awards on the date of grant utilizing an option-pricing model
and is impacted by its common stock price as well as a change in
assumptions regarding a number of highly complex and subjective
variables. These variables include, but are not limited to:
expected common stock price volatility over the term of the
option awards, as well as the projected employee option exercise
behaviors (expected period between stock option grant date and
stock option exercise date). For performance-based restricted
stock units, the Company is required to assess the probability
of achieving certain financial objectives at the end of each
reporting period. Based on the assessment of this probability,
the Company may record stock-based compensation expense. The
fair value of a restricted stock unit is equivalent to the
market price of the Companys common stock on the
measurement date.
68
Valuation
of Goodwill and Intangible Assets
The Company reviews goodwill and intangible assets with
indefinite lives for impairment annually during the fourth
quarter and whenever events or changes in circumstances indicate
the carrying value of goodwill may not be recoverable. Purchased
intangible assets with finite useful lives are amortized using
the straight-line method over their estimated useful lives and
are reviewed for impairment whenever events or changes in
circumstances indicate that the Company may not be able to
recover the assets carrying amount. Determining the fair
value of a reporting unit is judgmental in nature and involves
the use of significant estimates and assumptions. The Company
determines the fair value of its reporting unit based on an
income approach, whereby it calculates the fair value of the
reporting unit based on the present value of estimated future
cash flows, which are formed by evaluating operating plans.
Estimates of the future cash flows associated with the
businesses are critical to these assessments. The assumptions
used in the fair value calculation change from year to year and
include revenue growth rates, operating margins, risk adjusted
discount rates and future economic and market conditions. If the
total future cash flows are less than the carrying amount of the
assets, the Company recognizes an impairment loss based on the
excess of the carrying amount over the fair value of the assets.
Changes in these estimates based on changed economic conditions
or business strategies could result in material impairment
charges in future periods. The Company bases its fair value
estimates on assumptions it believes to be reasonable. Actual
future results may differ from those estimates. No impairment
charges relating to goodwill and intangible assets were recorded
in the years ended December 31, 2009, 2008 and 2007.
Certain
Risks and Concentrations
Atmel sells its products primarily to OEMs and distributors in
North America, Europe and Asia, generally without requiring any
collateral. Atmel performs ongoing credit evaluations and
maintains adequate allowances for potential credit losses. No
single customer represented more than ten percent of accounts
receivable as of December 31, 2009 and 2008, or net
revenues for the years ended December 31, 2009, 2008 and
2007.
The semiconductor industry is characterized by rapid
technological change, competitive pricing pressures and cyclical
market patterns. The Companys financial results are
affected by a wide variety of factors, including general
economic conditions worldwide, economic conditions specific to
the semiconductor industry, the timely implementation of new
manufacturing process technologies and the ability to safeguard
patents and intellectual property in a rapidly evolving market.
In addition, the semiconductor market has historically been
cyclical and subject to significant economic downturns at
various times. As a result, Atmel may experience significant
period-to-period
fluctuations in future operating results due to the factors
mentioned above or other factors. Atmel believes that its
existing cash, cash equivalents and investments together with
cash flow from operations, equipment lease financing and other
short term borrowing, will be sufficient to support its
liquidity and capital investment activities for the next twelve
months.
Additionally, the Company relies on a limited number of contract
manufacturers to provide assembly services for its products. The
inability of a contract manufacturer or supplier to fulfill
supply requirements of the Company could materially impact
future operating results.
Income
Taxes
Atmels provision for income tax comprises its current tax
liability and change in deferred tax assets and liabilities.
Deferred tax assets and liabilities are recognized for the
expected tax consequences of temporary differences between the
tax bases of assets and liabilities and their reported amounts
in the financial statements using enacted tax rates and laws
that will be in effect when the difference is expected to
reverse. Valuation allowances are provided to reduce deferred
tax assets to an amount that in managements judgment is
more likely than not to be recoverable against future taxable
income. No U.S. taxes are provided on earnings of non
U.S. subsidiaries, to the extent such earnings are deemed
to be permanently invested.
Atmels income tax calculations are based on application of
the respective U.S. federal, state or foreign tax law. The
Companys tax filings, however, are subject to audit by the
respective tax authorities. Accordingly, the Company recognizes
tax liabilities based upon its estimate of whether, and the
extent to which, additional taxes will be due when such
estimates are more-likely-than-not to be sustained. An uncertain
income tax position will not be
69
recognized if it has less than a 50% likelihood of being
sustained. To the extent the final tax liabilities are different
than the amounts originally accrued, the increases or decreases
are recorded as income tax expense or benefit in the
consolidated statements of operations.
Long-Lived
Assets
Atmel periodically evaluates the recoverability of its
long-lived assets. Factors which could trigger an impairment
review include the following: (i) significant negative
industry or economic trends, (ii) exiting an activity in
conjunction with a restructuring of operations,
(iii) current, historical or projected losses that
demonstrated continuing losses associated with an asset,
(iv) significant decline in the Companys market
capitalization for an extended period of time relative to net
book value, (v) recent changes in the Companys
manufacturing model, and (vi) managements assessment
of future manufacturing capacity requirements. When the Company
determines that there is an indicator that the carrying value of
long-lived assets may not be recoverable, the assessment of
possible impairment is based on the Companys ability to
recover the carrying value of the asset from the expected future
undiscounted pre-tax cash flows of the related operations. These
estimates include assumptions about future conditions such as
future revenues, gross margins, operating expenses, and the fair
values of certain assets based on appraisals and industry
trends. If these cash flows are less than the carrying value of
such assets, an impairment loss is recognized for the difference
between estimated fair value and carrying value. The measurement
of impairment requires management to estimate future cash flows
and the fair value of long-lived assets. The evaluation is
performed at the lowest levels for which there are identifiable,
independent cash flows.
Costs that the Company incurs to acquire completed product and
process technology are capitalized and amortized on a
straight-line basis over two to five years. Capitalized product
and process technology costs are amortized over the shorter of
the estimated useful life of the technology or the term of the
technology agreement.
Net
(Loss) Income Per Share
Basic net (loss) income per share is computed by using the
weighted-average number of common shares outstanding during the
period. Diluted net (loss) income per share is computed giving
effect to all dilutive potential common shares that were
outstanding during the period. Dilutive potential common shares
consist of incremental common shares issuable upon exercise of
stock options, upon vesting of restricted stock units,
contingently issuable shares for all periods and assumed
issuance of shares under employee stock purchase plan. No
dilutive potential common shares were included in the
computation of any diluted per share amount when a loss from
continuing operations was reported by the Company. Income or
loss from continuing operations is the control
number in determining whether potential common shares are
dilutive or anti-dilutive.
Product
Warranties
The Company warrants finished goods against defects in material
and workmanship under normal use and service typically for
periods of 90 days to two years. A liability for estimated
future costs under product warranties is recorded when products
are shipped.
Research
and Development
Costs incurred in the research and development of Atmels
products are expensed as incurred. Research and development
expenses were $212,045, $260,310 and $272,041 in the years ended
December 31, 2009, 2008 and 2007, respectively.
Recent
Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board
(FASB) issued the FASB Accounting Standards
Codification (Codification) as the source of authoritative
accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial
statements in conformity with U.S. GAAP. Rules and
interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification
carries an equal level of authority. The Codification is
effective for financial statements issued for interim and annual
periods ending after September 15,
70
2009. The Codification superseded all existing non-SEC
accounting and reporting standards. All other non-grandfathered,
non-SEC accounting literature not included in the Codification
became non-authoritative. The Company has updated its
disclosures to conform to the Codification in this
Form 10-K
for the year ended December 31, 2009.
In June 2009, the FASB also issued an amendment to the
accounting and disclosure requirements for the consolidation of
variable interest entities (VIEs). The elimination of the
concept of a QSPE, removes the exception from applying the
consolidation guidance within this amendment. This amendment
requires an enterprise to perform a qualitative analysis when
determining whether or not it must consolidate a VIE. The
amendment also requires an enterprise to continuously reassess
whether it must consolidate a VIE. Additionally, the amendment
requires enhanced disclosures about an enterprises
involvement with VIEs and any significant change in risk
exposure due to that involvement, as well as how its involvement
with VIEs impacts the enterprises financial statements.
Finally, an enterprise will be required to disclose significant
judgments and assumptions used to determine whether or not to
consolidate a VIE. This amendment is effective for financial
statements issued for fiscal years beginning after
November 15, 2009. The Company is currently evaluating the
potential impact, if any, of the adoption of this amendment on
its consolidated results of operations and financial condition.
In April 2009, the FASB issued an amendment and clarification to
address application issues regarding initial recognition and
measurement, subsequent measurement and accounting and
disclosure of assets and liabilities arising from contingencies
in a business combination. The amendment is effective for assets
or liabilities arising from contingencies in business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or
after December 15, 2008. Although the Company did not enter
into any business combinations during 2009, the Company believes
the amendment may have a material impact on the Companys
future consolidated financial statements depending on the size
and nature of any future business combinations that the Company
may enter into.
|
|
Note 2
|
BALANCE
SHEET DETAILS
|
Inventories are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Raw materials and purchased parts
|
|
$
|
11,525
|
|
|
$
|
14,959
|
|
Work-in-progress
|
|
|
135,415
|
|
|
|
206,126
|
|
Finished goods
|
|
|
79,356
|
|
|
|
102,931
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
226,296
|
|
|
$
|
324,016
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, $16,139 of inventory was
classified as current assets held for sale in
conjunction with the expected sale of the Companys
fabrication facility in Rousset, France and is excluded from the
table above (see Note 16).
Prepaids and other current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Value-added tax receivable
|
|
$
|
21,106
|
|
|
$
|
22,190
|
|
Deferred income tax assets
|
|
|
26,430
|
|
|
|
12,658
|
|
Grants receivable
|
|
|
4,898
|
|
|
|
5,645
|
|
Income tax receivable
|
|
|
3,717
|
|
|
|
7,735
|
|
Prepaid income taxes
|
|
|
3,077
|
|
|
|
4,759
|
|
Other
|
|
|
24,206
|
|
|
|
24,555
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
83,434
|
|
|
$
|
77,542
|
|
|
|
|
|
|
|
|
|
|
71
Other assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Investments in privately-held companies
|
|
$
|
8,179
|
|
|
$
|
8,282
|
|
Deferred income tax assets, net of current portion
|
|
|
2,988
|
|
|
|
3,921
|
|
Long-term investments (including auction-rate securities)
|
|
|
2,266
|
|
|
|
12,871
|
|
Other
|
|
|
10,573
|
|
|
|
10,453
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
24,006
|
|
|
$
|
35,527
|
|
|
|
|
|
|
|
|
|
|
Accrued and other liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Accrued salaries and benefits and other employee related
|
|
$
|
45,675
|
|
|
$
|
77,014
|
|
Advance payments from customer
|
|
|
10,000
|
|
|
|
10,000
|
|
Income taxes payable
|
|
|
5,441
|
|
|
|
4,689
|
|
Deferred income tax liability, current portion
|
|
|
4,158
|
|
|
|
2,731
|
|
Deferred grants
|
|
|
7,167
|
|
|
|
8,066
|
|
Grants to be repaid
|
|
|
15,058
|
|
|
|
13,303
|
|
Warranty accruals and accrued returns, royalties and licenses
|
|
|
11,549
|
|
|
|
15,248
|
|
Accrued restructuring
|
|
|
2,471
|
|
|
|
23,058
|
|
Acquisition-related payable (See Note 3)
|
|
|
3,871
|
|
|
|
14,072
|
|
Other
|
|
|
47,182
|
|
|
|
38,836
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
152,572
|
|
|
$
|
207,017
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Advance payments from customer
|
|
$
|
34,668
|
|
|
$
|
44,668
|
|
Income taxes payable
|
|
|
116,404
|
|
|
|
104,996
|
|
Accrued pension liability
|
|
|
24,154
|
|
|
|
26,043
|
|
Long-term technology license payable
|
|
|
10,740
|
|
|
|
13,850
|
|
Deferred income tax liability, non-current portion
|
|
|
12,566
|
|
|
|
11,630
|
|
Other
|
|
|
16,724
|
|
|
|
17,421
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
215,256
|
|
|
$
|
218,608
|
|
|
|
|
|
|
|
|
|
|
Advance payments from customer relate to a supply agreement that
the Company entered into with a specific customer in 2000. The
supply agreement calls for the Company to make available to the
customer a minimum quantity of products. Minimum repayments are
required each year on these agreements, with additional payments
to be made if the customer exceeds certain purchasing levels. As
of December 31, 2009, the Company had remaining $44,668 in
customer advances received, of which $10,000 is recorded in
accrued and other liabilities and $34,668 in other long-term
liabilities. Minimum payments required to be made annually are
the greater of 15% of the value of product shipped to the
customer or $10,000, until such time that the advances have been
fully repaid. The Company repaid $10,000 in each of the three
years ended December 31, 2009 under these agreements.
Also included in other long-term liabilities is a note payable
to an entity in which the Company has an equity investment. The
total outstanding amount due was $7,617, of which $6,959 is
included in other long-term liabilities, and $658 is included in
accounts payable at December 31, 2009 and $9,286, of which
$6,784 is included in other
72
long-term liabilities, and $2,502 is included in accounts
payable at December 31, 2008. In addition, the Company paid
$7,804, $26,600 and $24,816 to this company in the years ended
December 31, 2009, 2008 and 2007, respectively, relating to
a cost sharing arrangement for facility services at its
Heilbronn, Germany facility.
|
|
Note 3
|
BUSINESS
COMBINATION
|
On March 6, 2008, the Company completed its acquisition of
Quantum Research Group Ltd. (Quantum), a supplier of
capacitive sensing IP solutions. The Company acquired all
outstanding shares as of the acquisition date and Quantum became
a wholly-owned subsidiary of Atmel.
The total purchase price of the acquisition was as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
Cash
|
|
$
|
88,106
|
|
Fair value of common stock issued
|
|
|
405
|
|
Direct transaction costs
|
|
|
7,345
|
|
|
|
|
|
|
|
|
|
95,856
|
|
Adjustments for contingent consideration met
|
|
|
8,684
|
|
|
|
|
|
|
Total estimated purchase price
|
|
$
|
104,540
|
|
|
|
|
|
|
Of the $88,106 cash paid to the former Quantum stockholders on
the closing date of the acquisition, $13,000 was placed in an
escrow account for the satisfaction of any outstanding
obligations related to certain representations and warranties
included in the acquisition agreement and released
18 months from the closing date. As part of the purchase
price, the Company also issued 126 shares of its common
stock to a Quantum shareholder, which was valued at $405.
In the year ended December 31, 2008, the Company paid
$98,585 in cash for the acquisition of Quantum, consisting of
the purchase price of $104,540, less fair value of common stock
issued of $405, cash acquired of $2,188 and a payment of $3,362
related to the contingent escrow payments described above which
was paid in the three months ended March 31, 2009.
The excess of the purchase price over the tangible and
identifiable intangible assets acquired and liabilities assumed
has been allocated to goodwill. Goodwill is not deductible for
tax purposes.
The purchase price was allocated as follows as of the closing
date of the acquisition:
|
|
|
|
|
|
|
March 6,
|
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Goodwill
|
|
$
|
59,215
|
|
Other intangible assets
|
|
|
31,002
|
|
Tangible assets acquired and liabilities assumed:
|
|
|
|
|
Cash and cash equivalents
|
|
|
2,188
|
|
Accounts receivable
|
|
|
3,070
|
|
Inventory
|
|
|
966
|
|
Prepaids and other current assets
|
|
|
149
|
|
Fixed assets
|
|
|
455
|
|
Trade accounts payable
|
|
|
(1,013
|
)
|
Accrued liabilities
|
|
|
(1,223
|
)
|
In-process research and development
|
|
|
1,047
|
|
|
|
|
|
|
|
|
$
|
95,856
|
|
|
|
|
|
|
73
The Company has no goodwill other than that arising from its
Quantum acquisition. The following table summarizes the activity
related to the goodwill balance from the acquisition date to
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
December 31,
|
|
|
Translation
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Adjustments
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Goodwill
|
|
$
|
51,010
|
|
|
$
|
5,398
|
|
|
$
|
56,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent
|
|
|
Cumulative
|
|
|
|
|
|
|
March 6,
|
|
|
Consideration
|
|
|
Translation
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Met
|
|
|
Adjustments
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Goodwill
|
|
$
|
59,215
|
|
|
$
|
8,684
|
|
|
$
|
(16,889
|
)
|
|
$
|
51,010
|
|
The goodwill amount is not subject to amortization and is
included in the Companys Microcontroller segment. It is
tested for impairment annually in the fourth quarter and
whenever events or changes in circumstances indicate the
carrying value of goodwill may not be recoverable.
The Company performs its annual goodwill impairment analysis in
the fourth quarter of each year. Based on its 2009 impairment
assessment, the Company concluded that the fair value of the
reporting unit containing the goodwill balance exceeded its
carrying value; therefore, there was no impairment of the
goodwill balance.
The following table summarizes the activity related to the gross
amount of the Quantum-related other intangible assets from the
acquisition date to December 31, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
December 31,
|
|
|
Translation
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Adjustments
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
15,788
|
|
|
$
|
(361
|
)
|
|
$
|
15,427
|
|
Developed technology
|
|
|
5,064
|
|
|
|
(116
|
)
|
|
|
4,948
|
|
Tradename
|
|
|
869
|
|
|
|
(20
|
)
|
|
|
849
|
|
Non-compete agreement
|
|
|
729
|
|
|
|
77
|
|
|
|
806
|
|
Backlog
|
|
|
346
|
|
|
|
37
|
|
|
|
383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,796
|
|
|
$
|
(383
|
)
|
|
$
|
22,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
March 6,
|
|
|
Translation
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Adjustments
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
21,482
|
|
|
$
|
(5,694
|
)
|
|
$
|
15,788
|
|
Developed technology
|
|
|
6,880
|
|
|
|
(1,816
|
)
|
|
|
5,064
|
|
Tradename
|
|
|
1,180
|
|
|
|
(311
|
)
|
|
|
869
|
|
Non-compete agreement
|
|
|
990
|
|
|
|
(261
|
)
|
|
|
729
|
|
Backlog
|
|
|
470
|
|
|
|
(124
|
)
|
|
|
346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
31,002
|
|
|
$
|
(8,206
|
)
|
|
$
|
22,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74
The Company has estimated the fair value of the Quantum-related
other intangible assets using the income approach and these
identifiable intangible assets are subject to amortization. The
following table sets forth the components of the identifiable
intangible assets subject to amortization as of
December 31, 2009, which are being amortized on a
straight-line basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Estimated
|
|
|
|
Gross Value
|
|
|
Amortization
|
|
|
Net
|
|
|
Useful Life
|
|
|
|
(In thousands, except for years)
|
|
|
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
15,427
|
|
|
$
|
(5,657
|
)
|
|
$
|
9,770
|
|
|
|
5 years
|
|
Developed technology
|
|
|
4,948
|
|
|
|
(1,814
|
)
|
|
|
3,134
|
|
|
|
5 years
|
|
Tradename
|
|
|
849
|
|
|
|
(849
|
)
|
|
|
|
|
|
|
3 years
|
|
Non-compete agreement
|
|
|
806
|
|
|
|
(296
|
)
|
|
|
510
|
|
|
|
5 years
|
|
Backlog
|
|
|
383
|
|
|
|
(383
|
)
|
|
|
|
|
|
|
< 1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,413
|
|
|
$
|
(8,999
|
)
|
|
$
|
13,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships represent future projected net revenues
that will be derived from sales of current and future versions
of existing products that will be sold to existing customers.
Developed technology represents a combination of processes,
patents and trade secrets developed through years of experience
in design and development of the products. Trade name represents
the Quantum brand that the Company does not intend to use in
future capacitive sensing products. Non-compete agreement
represents the fair value to the Company from agreements with
certain former Quantum executives to refrain from competition
for a number of years. Backlog represents committed orders from
customers as of the closing date of the acquisition.
The Company recorded the following acquisition-related charges
in the consolidated statements of operations in the years ended
December 31, 2009 and 2008, respectively:
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
December 31, 2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Amortization of intangible assets
|
|
$
|
4,917
|
|
|
$
|
5,556
|
|
In-process research and development
|
|
|
|
|
|
|
1,047
|
|
Compensation-related expense cash
|
|
|
3,871
|
|
|
|
10,710
|
|
Compensation-related expense stock
|
|
|
7,561
|
|
|
|
6,301
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,349
|
|
|
$
|
23,614
|
|
|
|
|
|
|
|
|
|
|
The Company recorded amortization of intangible assets of $4,917
and $5,556 in the years ended December 31, 2009 and 2008,
respectively, associated with customer relationships, developed
technology, trade name, non-compete agreements and backlog.
In the year ended December 31, 2008, the Company recorded a
charge of $1,047 associated with acquired in-process research
and development (IPR&D), in connection with the
acquisition of Quantum. No IPR&D charges were recorded in
the year ended December 31, 2009.
The Company also agreed to compensate former key executives of
Quantum, contingent upon continuing employment determined at
various dates over a three year period. The Company has agreed
to pay up to $15,049 in cash and issue 5,319 shares of the
Companys common stock valued at $17,285, based on the
Companys closing stock price on March 4, 2008. These
amounts are being accrued over the employment period on a graded
vested basis. As a result, in the year ended December 31,
2009 and 2008, the Company recorded compensation-related
expenses of $11,432, which are payable in cash of $3,871 and
stock of $7,561, and $17,011, which is payable in cash of
$10,710 and stock of $6,301. The Company made cash payments of
$10,694 to the former Quantum employees in the year ended
December 31, 2009.
75
Pro
Forma Results
Pro forma consolidated statements of operations have not been
presented because Quantums historical financial results
were not material to the Companys consolidated statements
of operations for the period from January 1, 2008 through
March 6, 2008.
Investments at December 31, 2009 and 2008 are primarily
comprised of corporate equity securities, U.S. and foreign
corporate debt securities, guaranteed variable annuities and
auction-rate securities.
All marketable securities are deemed by management to be
available-for-sale
and are reported at fair value, with the exception of certain
auction-rate securities as described below. Net unrealized gains
or losses that are not deemed to be other than temporary are
reported within stockholders equity on the Companys
consolidated balance sheets as a component of accumulated other
comprehensive income. Gross realized gains or losses are
recorded based on the specific identification method. In the
years ended December 31, 2009, 2008 and 2007, the
Companys gross realized gains or losses on short-term
investments were not material. The Companys investments
are further detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Book Value
|
|
|
Fair Value
|
|
|
Book Value
|
|
|
Fair Value
|
|
|
|
(In thousands)
|
|
|
Corporate equity securities
|
|
$
|
87
|
|
|
$
|
132
|
|
|
$
|
87
|
|
|
$
|
165
|
|
Auction-rate securities
|
|
|
5,370
|
|
|
|
5,392
|
*
|
|
|
8,795
|
|
|
|
8,795
|
*
|
Corporate debt securities and other obligations
|
|
|
33,506
|
|
|
|
35,373
|
|
|
|
34,089
|
|
|
|
35,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,963
|
|
|
$
|
40,897
|
|
|
$
|
42,971
|
|
|
$
|
44,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains
|
|
|
1,987
|
|
|
|
|
|
|
|
1,721
|
|
|
|
|
|
Unrealized losses
|
|
|
(53
|
)
|
|
|
|
|
|
|
(114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains
|
|
|
1,934
|
|
|
|
|
|
|
|
1,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value
|
|
$
|
40,897
|
|
|
|
|
|
|
$
|
44,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount included in short-term investments
|
|
|
|
|
|
$
|
38,631
|
|
|
|
|
|
|
$
|
31,707
|
|
Amount included in other assets
|
|
|
|
|
|
|
2,266
|
|
|
|
|
|
|
|
12,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
40,897
|
|
|
|
|
|
|
$
|
44,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes the fair value of the Put Option of $98 and $323 at
December 31, 2009 and 2008, respectively, related to an
offer from UBS to purchase auction-rate securities of $3,150 and
$6,575 at December 31, 2009 and 2008, respectively. |
In the year ended December 31, 2009, auctions for the
Companys auction-rate securities have continued to fail
and as a result these securities have continued to be illiquid.
The Company concluded that $2,220 (book value) of these
securities are unlikely to be liquidated within the next twelve
months and classified these securities as long-term investments,
which is included in other assets on the consolidated balance
sheets.
In the year ended December 31, 2008, the Company recorded
an impairment charge of $530 on auction-rate securities. The
Company believes this loss to be other than temporary due to the
Companys inability to liquidate these securities at par
value in the foreseeable future.
In October 2008, the Company accepted an offer from UBS
Financial Services Inc. (UBS) to purchase the
Companys certain auction-rate securities of $3,150 at par
value (the Put Option) at any time during a two-year
time period from June 30, 2010 to July 2, 2012. As a
result of this offer, the Company expects to sell the securities
to UBS at par value on June 30, 2010. The Company elected
to measure the Put Option under the fair value option and
recorded a corresponding short-term investment as of
December 31, 2009, which is included within the
auction-rate
76
securities balance for presentation purposes. As a result of
accepting the offer, the Company reclassified these auction-rate
securities from
available-for-sale
to trading securities.
Contractual maturities (at book value) of
available-for-sale
debt securities as of December 31, 2009, were as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
Due within one year
|
|
$
|
28,338
|
|
Due in 1-5 years
|
|
|
8,318
|
|
Due in 5-10 years
|
|
|
|
|
Due after 10 years
|
|
|
2,220
|
|
|
|
|
|
|
Total
|
|
$
|
38,876
|
|
|
|
|
|
|
Atmel has classified all investments with maturity dates of
90 days or more as short-term as it has the ability and
intent to redeem them within the year.
Fixed assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Land
|
|
$
|
27,643
|
|
|
$
|
27,475
|
|
Buildings and improvements
|
|
|
539,670
|
|
|
|
604,608
|
|
Machinery and equipment
|
|
|
758,386
|
|
|
|
1,371,793
|
|
Furniture and fixtures
|
|
|
153,025
|
|
|
|
159,146
|
|
Construction-in-progress
|
|
|
4,160
|
|
|
|
1,682
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,482,884
|
|
|
$
|
2,164,704
|
|
Less: Accumulated depreciation and amortization
|
|
|
(1,279,665
|
)
|
|
|
(1,781,597
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
203,219
|
|
|
$
|
383,107
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense on fixed assets for the years ended
December 31 2009, 2008 and 2007, was $60,610, $124,883 and
$124,064, respectively. Fixed assets include building and
improvements, and machinery and equipment acquired under capital
leases of $76,690 and $76,087 at December 31, 2009 and
2008, respectively, with accumulated depreciation of $44,092 and
$42,930, respectively.
As of December 31, 2009, fixed assets classified as
non-current assets held for sale on the consolidated
balance sheet in conjunction with the expected sale of the
Companys fabrication facility in Rousset, France totaled
$83,260 and is excluded from the table above.
The Company assesses the recoverability of long-lived assets
with finite useful lives whenever events or changes in
circumstances indicate that the Company may not be able to
recover the assets carrying amount. The Company measures
the amount of impairment of such long-lived assets by the amount
by which the carrying value of the asset exceeds the fair market
value of the asset, which is generally determined based on
projected discounted future cash flows or appraised values. In
the year ended December 31, 2009, the Company recorded an
impairment charge of $79,841 related to the proposed sale of its
Rousset, France manufacturing operation (see Note 16 for
further discussion). In the year ended December 31, 2008,
the Company recorded an impairment charge of $7,969 for the sale
of its Heilbronn, Germany manufacturing facility, calculated as
the difference between the estimated fair value of approximately
$6,773, less selling costs related to legal, commissions and
other direct incremental costs of $4,944, compared to a carrying
value of approximately $9,798.
77
|
|
Note 6
|
INTANGIBLE
ASSETS, NET
|
Intangible assets, net, consisted of technology licenses and
acquisition-related intangible assets as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Core/licensed technology
|
|
$
|
90,718
|
|
|
$
|
84,718
|
|
Accumulated amortization
|
|
|
(74,291
|
)
|
|
|
(69,208
|
)
|
|
|
|
|
|
|
|
|
|
Total technology licenses
|
|
|
16,427
|
|
|
|
15,510
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related intangible assets
|
|
|
22,413
|
|
|
|
22,796
|
|
Accumulated amortization
|
|
|
(8,999
|
)
|
|
|
(4,185
|
)
|
|
|
|
|
|
|
|
|
|
Total acquisition-related intangible assets
|
|
|
13,414
|
|
|
|
18,611
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets, net
|
|
$
|
29,841
|
|
|
$
|
34,121
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for technology licenses in the years ended
December 31, 2009, 2008 and 2007 totaled $5,094, $4,357 and
$4,709, respectively. Amortization expense for
acquisition-related intangible assets of $4,917 and $5,556 in
the years ended December 31, 2009 and 2008, respectively.
There were no amortization expenses for acquisition-related
intangible assets in the years ended December 31, 2007.
The following table presents the estimated future amortization
of the technology licenses and acquisition-related intangible
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology
|
|
|
Acquisition-Related
|
|
|
|
|
Years Ending December 31:
|
|
Licenses
|
|
|
Intangible Assets
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
2010
|
|
$
|
5,417
|
|
|
$
|
4,236
|
|
|
$
|
9,653
|
|
2011
|
|
|
4,719
|
|
|
|
4,236
|
|
|
|
8,955
|
|
2012
|
|
|
4,353
|
|
|
|
4,236
|
|
|
|
8,589
|
|
2013
|
|
|
1,938
|
|
|
|
706
|
|
|
|
2,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total future amortization
|
|
$
|
16,427
|
|
|
$
|
13,414
|
|
|
$
|
29,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 7
|
BORROWING
ARRANGEMENTS
|
Information with respect to the Companys debt and capital
lease obligations as of December 31, 2009 and 2008 is shown
in the following table:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Various interest-bearing notes and term loans
|
|
$
|
3,484
|
|
|
$
|
2,835
|
|
Bank lines of credit
|
|
|
80,000
|
|
|
|
125,000
|
|
Capital lease obligations
|
|
|
11,442
|
|
|
|
17,206
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
94,926
|
|
|
$
|
145,041
|
|
Less: current portion of long-term debt and capital lease
obligations
|
|
|
(85,462
|
)
|
|
|
(131,132
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations due after one year
|
|
$
|
9,464
|
|
|
$
|
13,909
|
|
|
|
|
|
|
|
|
|
|
78
Maturities of long-term debt and capital lease obligations are
as follows:
|
|
|
|
|
Years Ending December 31:
|
|
|
|
|
|
(In thousands)
|
|
|
2010
|
|
$
|
86,303
|
|
2011
|
|
|
4,910
|
|
2012
|
|
|
1,263
|
|
2013
|
|
|
|
|
2014
|
|
|
|
|
Thereafter
|
|
|
3,484
|
|
|
|
|
|
|
|
|
|
95,960
|
|
Less: amount representing interest
|
|
|
(1,034
|
)
|
|
|
|
|
|
Total
|
|
$
|
94,926
|
|
|
|
|
|
|
On March 15, 2006, the Company entered into a five-year
asset-backed credit facility for up to $165,000 with certain
European lenders. This facility is secured by the Companys
non-U.S. trade
receivables. At December 31, 2009, the amount outstanding
under this facility was $80,000. In June 2009, the Company
repaid $20,000 under this line of credit as its eligible
non-U.S. trade
receivables declined. The eligible non-US trade receivables were
$94,472 at December 31, 2009. Borrowings under the facility
bear interest at LIBOR plus 2% per annum (approximately 2.23%
based on the one month LIBOR at December 31, 2009), while
the undrawn portion is subject to a commitment fee of 0.375% per
annum. The outstanding balance is subject to repayment in full
on the last day of its interest period (every two months). The
terms of the facility subject the Company to certain financial
and other covenants and cross-default provisions. The Company
was in compliance with its financial covenants as of
December 31, 2009. On November 6, 2009, the Company
reduced the credit facility to $125,000 from $165,000.
Commitment fees and amortization of up-front fees paid related
to the facility in the years ended December 31, 2009, 2008
and 2007 totaled $1,179, $1,183 and $1,392, respectively, and
are included in interest and other (expense) income, net, in the
consolidated statements of operations. The outstanding balance
under this facility is classified within bank lines of credit in
the summary debt table above.
In December 2004, the Company established a $25,000 revolving
line of credit with a domestic bank, which was extended until
September 2009. The interest rate on the revolving line of
credit was either the lower of the domestic banks prime
rate or LIBOR plus 2%. The revolving line of credit was secured
by the Companys U.S. trade receivables and requires
the Company to meet certain financial ratios and to comply with
other covenants on a periodic basis. In February 2009, the
Company repaid $3,500 and the remaining $21,500 was repaid on
September 30, 2009 when the revolving line of credit
matured.
Of the Companys remaining outstanding debt obligations of
$14,926 as of December 31, 2009, $11,442 are classified as
capital leases and $3,484 as interest bearing notes in the
summary debt table.
Included within the Companys outstanding debt obligations
are $90,494 of variable-rate debt obligations where the interest
rates are based on the Prime Rate, LIBOR index plus 2.0% or the
short-term EURIBOR index plus a spread ranging from 0.9% to
2.25%. Approximately $80,000 of the Companys total debt
obligations at December 31, 2009 have cross default
provisions.
|
|
Note 8
|
STOCK-BASED
COMPENSATION
|
Option
and Employee Stock Purchase Plans
The 2005 Stock Plan was approved by stockholders on May 11,
2005. As of December 31, 2009, 114,000 shares were
authorized for issuance under the 2005 Stock Plan, and
28,478 shares of common stock remained available for grant.
Under Atmels 2005 Stock Plan, Atmel may issue common stock
directly, grant options to purchase common stock or grant
restricted stock units payable in common stock to employees,
consultants and directors of Atmel. Options, which generally
vest over four years, are granted at fair market value on the
date of the grant and generally expire ten years from that date.
79
Activity under Atmels 2005 Stock Plan is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
Weighted-
|
|
|
|
|
|
|
Exercise
|
|
Average
|
|
|
Available
|
|
Number of
|
|
Price
|
|
Exercise Price
|
|
|
for Grant
|
|
Options
|
|
Per Share
|
|
Per Share
|
|
|
(In thousands, except per share data)
|
|
Balances, December 31, 2006
|
|
|
13,300
|
|
|
|
31,320
|
|
|
$
|
1.68-$24.44
|
|
|
$
|
5.79
|
|
Restricted stock units issued
|
|
|
(4,130
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
(7,195
|
)
|
|
|
7,195
|
|
|
$
|
4.35-$6.05
|
|
|
|
4.99
|
|
Options cancelled/expired/forfeited
|
|
|
4,129
|
|
|
|
(4,129
|
)
|
|
$
|
1.68-$24.44
|
|
|
|
7.24
|
|
Options exercised
|
|
|
|
|
|
|
(3,604
|
)
|
|
$
|
1.68-$5.75
|
|
|
|
2.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2007
|
|
|
6,104
|
|
|
|
30,782
|
|
|
$
|
1.68-$24.44
|
|
|
$
|
5.81
|
|
Authorized additional shares available for grant
|
|
|
58,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units issued
|
|
|
(8,098
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-based restricted stock units issued
|
|
|
(9,914
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for restricted stock units issued
|
|
|
(14,049
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
(5,150
|
)
|
|
|
5,150
|
|
|
$
|
3.24-$4.37
|
|
|
|
3.70
|
|
Options cancelled/expired/forfeited
|
|
|
3,293
|
|
|
|
(3,293
|
)
|
|
$
|
1.98-$24.44
|
|
|
|
6.52
|
|
Options exercised
|
|
|
|
|
|
|
(1,376
|
)
|
|
$
|
1.68-$4.19
|
|
|
|
2.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2008
|
|
|
30,186
|
|
|
|
31,263
|
|
|
$
|
1.68-$24.44
|
|
|
$
|
5.54
|
|
Restricted stock units issued
|
|
|
(8,951
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-based restricted stock units issued
|
|
|
(83
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for restricted stock units issued
|
|
|
(7,046
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units cancelled
|
|
|
1,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for restricted stock units cancelled
|
|
|
1,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
(3,167
|
)
|
|
|
3,167
|
|
|
$
|
3.49-4.43
|
|
|
|
4.31
|
|
Options cancelled/expired/forfeited
|
|
|
14,396
|
|
|
|
(14,396
|
)
|
|
$
|
1.80-24.44
|
|
|
|
7.02
|
|
Options exercised
|
|
|
|
|
|
|
(1,206
|
)
|
|
$
|
1.80-4.35
|
|
|
|
2.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2009
|
|
|
28,478
|
|
|
|
18,828
|
|
|
$
|
1.68-$24.44
|
|
|
$
|
4.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units are granted from the pool of options
available for grant. On May 14, 2008, the Companys
stockholders approved an amendment to its 2005 Stock Plan
whereby every share underlying restricted stock, restricted
stock units (including performance-based restricted stock
units), and stock purchase rights issued on or after
May 14, 2008 will be counted against the numerical limit
for options available for grant as 1.78 shares in the table
above. If shares issued pursuant to any restricted stock,
restricted stock unit, and stock purchase right agreements are
forfeited or repurchased by the Company and would otherwise
return to the 2005 Stock Plan, 1.78 times the number of shares
will return to the plan and will again become available for
issuance. The Company issued 25,280 restricted stock units from
May 14, 2008 to December 31, 2009, resulting in a
reduction of 44,998 shares available for grant under the
2005 Stock Plan.
80
Restricted
Stock Units
Activity related to restricted stock units is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Number of
|
|
Fair Value
|
|
|
Shares
|
|
Per Share
|
|
|
(In thousands, except per share data)
|
|
Restricted stock units issued
|
|
|
4,280
|
|
|
$
|
5.28
|
|
Restricted stock units vested
|
|
|
(312
|
)
|
|
|
4.72
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
|
3,968
|
|
|
|
5.32
|
|
Restricted stock units issued
|
|
|
8,098
|
|
|
|
4.27
|
|
Performance-based restricted stock units issued
|
|
|
9,914
|
|
|
|
3.94
|
|
Restricted stock units vested
|
|
|
(1,558
|
)
|
|
|
4.12
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
20,422
|
|
|
|
4.33
|
|
Restricted stock units issued
|
|
|
8,951
|
|
|
|
4.18
|
|
Performance-based restricted stock units issued
|
|
|
83
|
|
|
|
3.63
|
|
Restricted stock units vested
|
|
|
(3,646
|
)
|
|
|
3.83
|
|
Restricted stock units cancelled
|
|
|
(750
|
)
|
|
|
3.90
|
|
Performance-based restricted stock units cancelled
|
|
|
(1,016
|
)
|
|
|
3.78
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
24,044
|
|
|
$
|
4.38
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2009, 3,646 restricted
stock units vested, including 1,277 units withheld for
taxes. These vested restricted stock units had a
weighted-average fair value of $3.83 on the vesting dates. As of
December 31, 2009, total unearned stock-based compensation
related to nonvested restricted stock units previously granted
(including performance-based restricted stock units) was
approximately $73,301, excluding forfeitures, and is expected to
be recognized over a weighted-average period of 3.0 years.
During the year ended December 31, 2008, 1,558 restricted
stock units vested, including 456 units withheld for taxes.
These vested restricted stock units had a weighted-average fair
value of $4.12 on the vesting dates. As of December 31,
2008, total unearned stock-based compensation related to
nonvested restricted stock units previously granted was
approximately $79,894, excluding forfeitures, and is expected to
be recognized over a weighted-average period of 3.1 years.
During the year ended December, 31, 2007, 312 restricted stock
units vested. These vested restricted stock units had a
weighted-average fair value of $4.72 on the vesting dates.
In the year ended December 31, 2008, the Company issued
performance-based restricted stock units to eligible employees
for a maximum of 9,914 shares of the Companys common
stock under the 2005 Stock Plan. In the year ended
December 31, 2009, the Company issued performance-based
restricted stock units to eligible employees for a maximum of
83 shares of the Companys common stock. These
restricted stock units vest only if the Company achieves certain
quarterly operating margin performance criteria over the
performance period of July 1, 2008 to December 31,
2012. In the three months ended June 30, 2009, the
performance period was extended by one additional year to
December 31, 2012 which is considered a modification to the
performance-based restricted stock units. Until restricted stock
units are vested, they do not have the voting rights of common
stock and the shares underlying the awards are not considered
issued and outstanding. The Company recognizes the stock-based
compensation expense for its performance-based restricted stock
units when management believes it is probable that the Company
will achieve the performance criteria. If achieved, the award
vests over a specified remaining performance period. If the
performance goals are not met, no compensation expense is
recognized and any previously recognized compensation expense is
reversed. The expected cost of each award is reflected over the
performance period and is reduced for estimated forfeitures. The
Company recorded a credit of $2,092 in the three months ended
March 31, 2009 related to the reversal of previously
recorded stock-based compensation expense based on
managements estimate that the probability of achieving the
performance criteria was highly uncertain. However, in the
fourth quarter of 2009, after significant improvement to
operating results and customer order rates,
81
the Company recorded stock-based compensation expense of $2,621,
as the Company re-assessed the probability of achieving the
performance criteria and estimated that it is probable a portion
of the performance criteria will be achieved by
December 31, 2012.
The following table summarizes the stock options outstanding at
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted-
|
|
|
|
|
Range of
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
Aggregate
|
|
Exercise
|
|
|
Number
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Intrinsic
|
|
|
Number
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Intrinsic
|
|
Price
|
|
|
Outstanding
|
|
|
Term (Years)
|
|
|
Price
|
|
|
Value
|
|
|
Exercisable
|
|
|
Term (Years)
|
|
|
Price
|
|
|
Value
|
|
(In thousands, except per share prices and life data)
|
|
|
|
$1.68-2.85
|
|
|
|
1,888
|
|
|
|
3.51
|
|
|
$
|
2.20
|
|
|
$
|
4,545
|
|
|
|
1,887
|
|
|
|
3.51
|
|
|
$
|
2.20
|
|
|
$
|
4,545
|
|
|
2.90-3.29
|
|
|
|
2,318
|
|
|
|
6.40
|
|
|
|
3.26
|
|
|
|
3,126
|
|
|
|
1,718
|
|
|
|
5.74
|
|
|
|
3.27
|
|
|
|
2,307
|
|
|
3.32-3.70
|
|
|
|
1,906
|
|
|
|
8.13
|
|
|
|
3.34
|
|
|
|
2,421
|
|
|
|
979
|
|
|
|
7.98
|
|
|
|
3.35
|
|
|
|
1,232
|
|
|
3.86-4.20
|
|
|
|
2,050
|
|
|
|
8.72
|
|
|
|
4.16
|
|
|
|
907
|
|
|
|
661
|
|
|
|
8.69
|
|
|
|
4.16
|
|
|
|
295
|
|
|
4.23-4.43
|
|
|
|
3,321
|
|
|
|
8.21
|
|
|
|
4.34
|
|
|
|
895
|
|
|
|
478
|
|
|
|
7.83
|
|
|
|
4.35
|
|
|
|
121
|
|
|
4.56-4.89
|
|
|
|
2,895
|
|
|
|
6.97
|
|
|
|
4.81
|
|
|
|
2
|
|
|
|
2,073
|
|
|
|
6.84
|
|
|
|
4.82
|
|
|
|
2
|
|
|
4.92-5.75
|
|
|
|
2,319
|
|
|
|
6.02
|
|
|
|
5.38
|
|
|
|
|
|
|
|
1,683
|
|
|
|
5.92
|
|
|
|
5.48
|
|
|
|
|
|
|
5.85-7.76
|
|
|
|
1,908
|
|
|
|
6.45
|
|
|
|
6.37
|
|
|
|
|
|
|
|
1,389
|
|
|
|
6.29
|
|
|
|
6.41
|
|
|
|
|
|
|
8.02-21.47
|
|
|
|
221
|
|
|
|
1.02
|
|
|
|
13.10
|
|
|
|
|
|
|
|
221
|
|
|
|
1.02
|
|
|
|
13.10
|
|
|
|
|
|
|
24.44-24.44
|
|
|
|
2
|
|
|
|
0.21
|
|
|
|
24.44
|
|
|
|
|
|
|
|
2
|
|
|
|
0.21
|
|
|
|
24.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,828
|
|
|
|
6.83
|
|
|
$
|
4.38
|
|
|
$
|
11,896
|
|
|
|
11,091
|
|
|
|
5.93
|
|
|
$
|
4.41
|
|
|
$
|
8,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of options exercisable under Atmels stock
option plans at December 31, 2009, 2008 and 2007 were
11,100, 17,591 and 15,568, respectively. During the years ended
December 31, 2009, 2008 and 2007, the number of stock
options that were forfeited, but were not available for future
stock option grants due to the expiration of these shares under
the 1986 Stock Plan were not material.
During the years ended December 31, 2009, 2008 and 2007,
the number of stock options that were exercised were 1,206,
1,376 and 3,604, respectively, which had a total intrinsic value
at the date of exercise of $1,525, $1,332 and $10,488,
respectively, and had an aggregate exercise price of $3,263,
$3,188 and $9,160, respectively.
On August 3, 2009, the Company commenced an exchange offer
whereby eligible employees were given the opportunity to
exchange some or all of their outstanding stock options with an
exercise price greater than $4.69 per share (which was equal to
the 52-week high of the Companys per share stock price as
of the start of the offer) that were granted on or before
August 3, 2008, whether vested or unvested, for restricted
stock units or, for certain employees, a combination of
restricted stock units and stock options and the exchange ratio
was based on the per share exercise price of the eligible stock
options. The Company completed the exchange offer on
August 28, 2009, under which 9,484 stock options were
exchanged for 1,354 stock options and 2,297 restricted stock
units. The modification of these stock options did not result in
a material charge to the Companys financial results in the
year ended December 31, 2009.
The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the
following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Risk-free interest rate
|
|
|
2.38
|
%
|
|
|
3.00
|
%
|
|
|
4.26
|
%
|
Expected life (years)
|
|
|
5.58
|
|
|
|
5.58
|
|
|
|
5.68
|
|
Expected volatility
|
|
|
55
|
%
|
|
|
55
|
%
|
|
|
59
|
%
|
Expected dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
82
The Companys weighted-average assumptions for the years
ended December 31, 2009, 2008 and 2007 were determined in
accordance with the accounting standard on stock-based
compensation and are further discussed below.
historical exercise and expected post-vesting
employment-termination behavior. The expected life of employee
stock options impacts all underlying assumptions used in the
Companys Black-Scholes option-pricing model, including the
period applicable for risk-free interest and expected volatility.
The risk-free interest rate assumption is based upon observed
interest rates appropriate for the expected life of the
Companys employee stock options.
The Company calculates the historic volatility over the expected
life of the employee stock options and believes this to be
representative of the Companys expectations about its
future volatility over the expected life of the option.
The dividend yield assumption is based on the Companys
history and expectation of dividend payouts.
The weighted-average estimated fair value of options granted in
the years ended December 31, 2009, 2008 and 2007 was $2.25,
$1.95 and $2.86, respectively.
Employee
Stock Purchase Plan
Under the 1991 Employee Stock Purchase Plan (ESPP),
qualified employees are entitled to purchase shares of
Atmels common stock at the lower of 85 percent of the
fair market value of the common stock at the date of
commencement of the six-month offering period or at the last day
of the offering period. Purchases are limited to 10 percent
of an employees eligible compensation. There were 2,139
and 2,431 shares purchased under the ESPP in the years
ended December 31, 2009 and 2008 at an average price per
share of $3.03 and $3.02, respectively. There were no purchases
under the ESPP in the year ended December 31, 2007. Of the
42,000 shares authorized for issuance under this plan,
4,751 shares were available for issuances at
December 31, 2009.
The fair value of each purchase under the ESPP is estimated on
the date of the beginning of the offering period using the
Black-Scholes option pricing model. The following assumptions
were utilized to determine the fair value of the Companys
ESPP shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Risk-free interest rate
|
|
|
0.35
|
%
|
|
|
2.08
|
%
|
|
|
4.09
|
%
|
Expected life (years)
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
0.50
|
|
Expected volatility
|
|
|
73
|
%
|
|
|
39
|
%
|
|
|
34
|
%
|
Expected dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average fair value of the rights to purchase shares
under the ESPP for offering periods started in the years ended
December 31, 2009, 2008 and 2007 was $0.86, $0.75 and
$0.95, respectively. Cash proceeds for the issuance of shares
under the ESPP were $6,483, $7,332 and $0 in the years ended
December 31, 2009, 2008 and 2007, respectively.
83
The components of the Companys stock-based compensation
expense, net of amount capitalized in inventory, in the years
ended December 31, 2009, 2008 and 2007 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Employee stock options
|
|
$
|
11,419
|
|
|
$
|
15,126
|
|
|
$
|
12,844
|
|
Employee stock purchase plan
|
|
|
2,208
|
|
|
|
1,721
|
|
|
|
613
|
|
Restricted stock units
|
|
|
16,542
|
|
|
|
12,645
|
|
|
|
3,331
|
|
Amounts capitalized in inventory
|
|
|
(111
|
)
|
|
|
(356
|
)
|
|
|
(136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
30,058
|
|
|
$
|
29,136
|
|
|
$
|
16,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accounting standard on stock-based compensation requires the
benefits of tax deductions in excess of recognized compensation
cost to be reported as a financing cash flow, rather than as an
operating cash flow. The future realizability of tax benefits
related to stock compensation is dependent upon the timing of
employee exercises and future taxable income, among other
factors. The Company did not realize any tax benefit from the
stock-based compensation expense incurred in the years ended
December 31, 2009, 2008 and 2007, as the Company believes
it is more likely than not that it will not realize the benefit
from tax deductions related to equity compensation.
The following table summarizes the distribution of stock-based
compensation expense related to employee stock options,
restricted stock units and employee stock purchases in the years
ended December 31, 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cost of revenues
|
|
$
|
4,831
|
|
|
$
|
4,259
|
|
|
$
|
1,966
|
|
Research and development
|
|
|
12,088
|
|
|
|
11,746
|
|
|
|
4,601
|
|
Selling, general and administrative
|
|
|
13,139
|
|
|
|
13,131
|
|
|
|
10,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense, before income taxes
|
|
|
30,058
|
|
|
|
29,136
|
|
|
|
16,652
|
|
Tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense, net of income taxes
|
|
$
|
30,058
|
|
|
$
|
29,136
|
|
|
$
|
16,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above excluded stock-based compensation of $7,561 and
$6,301 in the years ended December 31, 2009 and 2008,
respectively, for former Quantum executives related to the
acquisition, which are classified within acquisition-related
charges in the consolidated statements of operations.
There was no non-employee stock-based compensation expense in
the years ended December 31, 2009, 2008 and 2007.
As of December 31, 2009, total unearned compensation
expense related to nonvested stock options was approximately
$20,300, excluding forfeitures, and is expected to be recognized
over a weighted-average period of 2.0 years.
Tender
Offer
In December 2007, the Company completed a tender offer to amend
certain stock options that had original exercise prices per
share that were less than the fair market value per share of the
Companys common stock underlying the stock option on the
stock options grant date, as determined by the Company for
financial accounting purposes. Pursuant to the terms of the
tender offer, the Company accepted for amendment stock options
to purchase an aggregate of 942 shares of the
Companys common stock, of which options to purchase
426 shares of the
84
Companys common stock were amended by delaying the ability
of the option holder to exercise the stock option, and stock
options to purchase 516 shares of the Companys common
stock were amended by increasing the exercise price per share to
the fair market value of a share of the Companys common
stock on the stock options measurement date. The tender
offer represented modifications to the affected stock options
but resulted in no incremental charges for the year ended
December 31, 2007.
|
|
Note 9
|
STOCKHOLDER
RIGHTS PLAN
|
In September 1998, the Board of Directors approved a stockholder
rights plan, and in October 1999, the Board of Directors
approved the Amended and Restated Preferred Shares Rights
Agreement, dated as of October 18, 1999, as amended
November 10, 2008 (the Rights Agreement), by
and between the Company and EquiServe, L.P., as successor to
BankBoston, N.A., under which stockholders of record on
September 16, 1998 received rights (Rights) to
purchase one-thousandth of a share of Atmels Series A
preferred stock for each outstanding share of Atmels
common stock. The Rights Agreement expired in October 2009.
|
|
Note 10
|
ACCUMULATED
OTHER COMPREHENSIVE INCOME
|
Comprehensive (loss) income is defined as a change in equity of
a company during a period, from transactions and other events
and circumstances excluding transactions resulting from
investments by owners and distributions to owners. The primary
difference between net (loss) income and comprehensive (loss)
income for Atmel arises from foreign currency translation
adjustments, actuarial gains related to defined benefit pension
plans and net unrealized gains (losses) on investments. The
components of accumulated other comprehensive income at
December 31, 2009 and December 31, 2008, net of tax,
are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Foreign currency translation
|
|
$
|
135,839
|
|
|
$
|
110,108
|
|
Actuarial gains related to defined benefit pension plans
|
|
|
2,697
|
|
|
|
2,284
|
|
Net unrealized gains on investments
|
|
|
1,934
|
|
|
|
1,607
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income
|
|
$
|
140,470
|
|
|
$
|
113,999
|
|
|
|
|
|
|
|
|
|
|
The components of comprehensive (loss) income are shown in the
consolidated statements of stockholders equity and
comprehensive (loss) income.
|
|
Note 11
|
COMMITMENTS
AND CONTINGENCIES
|
Commitments
Leases
The Company leases its domestic and foreign sales offices under
non-cancelable operating leases. These leases contain various
expiration dates and renewal options. The Company also leases
certain manufacturing equipment and software licenses under
operating leases. Total rental expense for the years ended
December 31, 2009, 2008 and 2007 was $19,940, $24,372 and
$28,966, respectively.
The Company also enters into capital leases to finance machinery
and equipment. The capital leases are collateralized by the
financed assets. At December 31, 2009, no unutilized
equipment lease lines were available to borrow under these
arrangements.
85
Aggregate non-cancelable future minimum rental payments under
operating and capital leases are as follows:
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
|
Capital
|
|
Years Ending December 31:
|
|
Leases, Net
|
|
|
Leases
|
|
|
|
(In thousands)
|
|
|
2010
|
|
$
|
14,750
|
|
|
$
|
5,940
|
|
2011
|
|
|
11,093
|
|
|
|
4,910
|
|
2012
|
|
|
8,168
|
|
|
|
1,263
|
|
2013
|
|
|
1,983
|
|
|
|
|
|
2014
|
|
|
1,113
|
|
|
|
|
|
Thereafter
|
|
|
281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,388
|
|
|
|
12,113
|
|
|
|
|
|
|
|
|
|
|
Less: amount representing interest
|
|
|
|
|
|
|
(671
|
)
|
|
|
|
|
|
|
|
|
|
Total capital lease
|
|
|
|
|
|
|
11,442
|
|
Less: current portion
|
|
|
|
|
|
|
(5,462
|
)
|
|
|
|
|
|
|
|
|
|
Capital lease due after one year
|
|
|
|
|
|
$
|
5,980
|
|
|
|
|
|
|
|
|
|
|
Indemnifications
As is customary in the Companys industry, as provided for
in local law in the United States and other jurisdictions, the
Companys standard contracts provide remedies to its
customers, such as defense, settlement, or payment of judgment
for intellectual property claims related to the use of the
Companys products. From time to time, the Company will
indemnify customers against combinations of loss, expense, or
liability arising from various trigger events related to the
sale and the use of the Companys products and services,
usually up to a specified maximum amount. In addition, the
Company has entered into indemnification agreements with its
officers and directors, and the Companys bylaws permit the
indemnification of the Companys agents. In the
Companys experience, claims made under such
indemnifications are rare and the associated estimated fair
value of the liability is not material.
Subject to certain limitations, the Company is obligated to
indemnify certain current and former directors, officers and
employees in connection with litigation related to the timing of
stock option grants awaded by Atmel. These obligations arise
under the terms of the Companys certificate of
incorporation, its bylaws, applicable contracts, and Delaware
and California law. The obligation to indemnify in connection
with this litigation generally means that the Company is
required to pay or reimburse the individuals reasonable
legal expenses incurred in defense of these matters. The Company
is currently paying or reimbursing legal expenses being incurred
in connection with these matters by its current and former
directors, officers and employees.
Subject to certain limitations, the Company also was obligated
to indemnify its current directors in connection with the
Microchip offer shareholder litigation. These obligations arose
under the terms of the Companys certificate of
incorporation, its bylaws, applicable contracts, and Delaware
and California law. The obligation to indemnify meant that the
Company was required to pay or reimburse the directors
reasonable legal expenses and certain other obligations incurred
in connection with this litigation. The Company paid or
reimbursed such legal expenses and other obligations incurred in
connection with these matters by its directors.
Purchase
Commitments
At December 31, 2009, the Company had certain commitments
which were not included in the consolidated balance sheet at
that date. These include outstanding capital purchase
commitments of $2,925, total future operating lease commitments
of $37,388, and a purchase commitment for product wafer
purchases of approximately $78,805.
86
Contingencies
Litigation
The Company is party to various legal proceedings. While
management currently believes that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a
material adverse effect on the Companys financial position
or overall trends in results of operations, litigation is
subject to inherent uncertainties. If an unfavorable ruling were
to occur, there exists the possibility of a material adverse
impact on the results of operations, cash flows and financial
position of Atmel. The estimate of the potential impact on the
Companys financial position or overall results of
operations or cash flows for the legal proceedings described
below could change in the future. The Company has accrued for
losses related to litigation that the Company considers probable
and for which the loss can be reasonably estimated.
From July through September 2006, six stockholder derivative
lawsuits were filed (three in the U.S. District Court for
the Northern District of California and three in
Santa Clara County Superior Court) by persons claiming to
be Company stockholders and purporting to act on Atmels
behalf, naming Atmel as a nominal defendant and some of its
current and former officers and directors as defendants.
Additional derivative actions were filed in the United States
District Court for the Northern District of California (later
consolidated with the previously-filed federal derivative
actions) and the Delaware Chancery Court. All the suits contain
various causes of action relating to the timing of stock option
grants awarded by Atmel. In June 2008, the federal district
court denied the Companys motion to dismiss for failure to
make a demand on the board, and granted in part and denied in
part motions to dismiss filed by the individual defendants. On
December 18, 2009, the federal district court preliminarily
approved a partial global settlement of these actions, and
several other actions seeking to compel inspection of Company
books and records. The settlement remains subject to final court
approval and, among other things, resolves all claims against
all defendants, except Atmels former general counsel James
Michael Ross, related to the allegations
and/or
matters set forth in all the derivative actions. The terms of
the settlement provide for: (1) a direct financial benefit
to Atmel of $9,650; (2) the adoption
and/or
implementation of a variety of corporate governance
enhancements, particularly in the way Atmel grants and documents
grants of employee stock option awards; (3) the payment by
Atmel of plaintiffs counsels attorneys fees,
costs, and expenses in the amount of $4,940; and (4) the
dismissal with prejudice of all claims by and between the
settling parties and releases of all claims against the settling
defendants. The claims against Mr. Ross remain pending.
Discovery is ongoing, and no trial date has been set.
On September 28, 2007, Matheson Tri-Gas (MTG)
filed suit in Texas state court in Dallas County against the
Company. Plaintiff alleges claims for: (1) breach of
contract for the Companys alleged failure to pay minimum
payments under a purchase requirements contract; (2) breach
of contract under a product supply agreement; and
(3) breach of contract for failure to execute a process gas
agreement. MTG seeks unspecified damages, pre- and post-judgment
interest, attorneys fees and costs. In late November 2007,
the Company filed its answer denying liability. In July 2008,
the Company filed an amended answer, counterclaim and cross
claim seeking among other things a declaratory judgment that a
termination agreement cut off any claim by MTG for additional
payments. In an Order entered on June 26, 2009, the Court
granted the Companys motion for partial summary judgment
dismissing MTGs breach of contract claims relating to the
requirements contract and the product supply agreement. The
parties dismissed the remaining claims and, on August 26,
2009, the Court entered a Summary Judgment Order and Final
Judgment. MTG filed a Motion to Modify Judgment and Notice of
Appeal on September 24, 2009. The Company intends to
vigorously defend the appeal.
In October and November 2008, three purported class actions were
filed in Delaware Chancery Court against the Company
and/or all
current members of its Board of Directors arising out of the
unsolicited proposal made on October 1, 2008 by Microchip
Technology Inc. (Microchip) and ON Semiconductor
(ON) to acquire the Company. The three cases
eventually were consolidated, with the complaint in Louisiana
Municipal Employees Retirement System v. Laub
designated the operative complaint. As initially filed, that
complaint had only one cause of action for breach of
fiduciary duty and asked the court to declare that
the directors breached their fiduciary duty by refusing to
consider the Microchip/ON offer in good faith, to invalidate any
defensive measures that had been taken, and to award an
unspecified amount of compensatory damages. Plaintiff filed an
Amended Complaint on June 2, 2009 (adding a declaratory
judgment claim to the breach of fiduciary duty claim). In
addition, in mid-
87
November 2008, a fourth case arising out of the Microchip/ON
proposal, Zucker v. Laub, was filed in California in
the Superior Court for Santa Clara County. Zucker
was stayed in favor of the Delaware actions. On
September 14, 2009, a Memorandum of Understanding
(MOU) was signed setting forth an
agreement-in-principle
to settle all litigation arising out of the Companys
response to the Microchip/ON proposal in exchange for certain
therapeutic provisions relating to the Companys
stockholder rights plan (the therapeutic provisions previously
were disclosed in a September 18, 2009
Form 8-K).
The
agreement-in-principle
outlined in the MOU was subject to and conditioned upon the
negotiation and execution of a settlement agreement and final
court approval. On January 8, 2010, the Delaware Chancery
Court entered an Order and Final Judgment (Order)
approving the settlement. Pursuant to the Companys
pre-existing obligations to indemnify the directors, and the
terms of the approved settlement agreement, the Company paid
plaintiffs counsel $950 for attorneys fees and
expenses. The Company accrued for this payment during the third
quarter of 2009, and all these matters now are concluded.
On October 9, 2008, the Air Pollution Control Division
(APCD) of the State of Colorado Department of Public
Health and Environment issued a Compliance Advisory notice to
the Companys Colorado Springs facility for purported
violations of the law and non-compliance with the Companys
Colorado Construction Permit Number 91EP793-1 Initial Approval
Modification 3 (Permit). The Compliance Advisory
notice also claimed that the Company failed to meet other
regulatory requirements. The APCD sought administrative
penalties and compliance by the Company with applicable laws,
regulations and Permit terms. Effective October 1, 2009,
the Company and the APCD entered into a Compliance Order on
Consent (COC) that resolves this matter. The COC
required that the Company pay a fine of $100, 80 percent of
which the Company is offsetting through performance of a
supplemental environmental project.
On June 3, 2009, the Company filed an action in
Santa Clara County Superior Court against three of its
now-terminated Asia-based distributors, NEL Group Ltd.
(NEL), Nucleus Electronics (Hong Kong) Ltd.
(NEHK) and TLG Electronics Ltd. (TLG).
The Company seeks, among other things, to recover $8,500 owed
it, plus applicable interest and attorneys fees. On June 9,
2009, NEHK separately sued Atmel in Santa Clara County
Superior Court, alleging that Atmels suspension of
shipments to NEHK on September 23, 2008-one day after TLG
appeared on the Department of Commerce, Bureau of Industry and
Securitys Entity List-breached the parties
International Distributor Agreement. NEHK also alleges that
Atmel libeled it, intentionally interfered with contractual
relations
and/or
prospective business advantage, and violated California Business
and Professions Code Sections 17200 et seq. and
17500 et seq. NEHK alleges damages exceeding $10,000.
Both matters now have been consolidated. On July 29, 2009,
NEL filed a cross-complaint against Atmel that alleges claims
virtually identical to those NEHK has alleged, and seeks
unspecified damages. Discovery in the case is ongoing and no
trial date has yet been set. The Company intends to prosecute
its claims and defend the NEHK/NEL claims vigorously. TLG did
not answer, and the Court entered a default judgment of $2,697
on November 23, 2009.
On July 16, 2009, James M. Ross, the Companys former
General Counsel, filed a lawsuit in Santa Clara County
Superior Court challenging his termination, and certain actions
the Company took thereafter. The Complaint, as amended and
narrowed by motion practice, contains 12 causes of action,
including: (1) several claims arising out of the
Companys treatment of his post-termination attempt to
exercise stock options; (2) breach of a purported oral
contract to pay a bonus upon the sale of the Companys
Grenoble division; (3) defamation; (4) violation of
Section 17200 of the California Business and Professions
Code; and (5) violations of the California Labor Code.
Discovery is ongoing and no trial date has yet been set. The
Company intends to vigorously defend this action.
On December 18, 2009, Mr. Ross filed another lawsuit
in Delaware Chancery Court seeking (pursuant to Section 145
of the Delaware General Corporation Law) to enforce certain
rights granted him under his indemnification agreement with the
Company, and to recover damages for any breach of that
agreement. In particular, Mr. Ross alleges that the Company
breached the agreement in the way it negotiated and structured
the partial global settlement in the backdating cases, described
above. He also seeks advancement of fees and indemnification in
connection with the Delaware lawsuit. The Company intends to
vigorously defend this action.
On July 24, 2009, 56 former employees of Atmels
Nantes facility filed claims in the First Instance labour court,
Nantes, France against the Company and MHS Electronics claiming
that (1) the Companys sale of the Nantes facility to
MHS (XbyBus SAS) in 2005 did not result in the transfer of their
labor agreements to MHS, and
88
(2) these employees should still be considered Atmel
employees, with the right to claim related benefits from Atmel.
Alternatively, each employee seeks damages of at least 45 Euros
and court costs. At an initial hearing on October 6, 2009,
the Court set a briefing schedule and said it will issue a
ruling on October 6, 2010. These claims are similar to
those filed in the First Instance labour court in October 2006
by 47 other former employees of Atmels Nantes facility
(MHS was not named a defendant in the earlier claims). On
July 24, 2008, the judge hearing the earlier claims issued
an oral ruling in favor of the Company, finding that there was
no jurisdiction for those claims by certain protected
employees, and denying the claims as to all other
employees. Forty of those earlier plaintiffs appealed, and on
February 11, 2010, the Court of Appeal of Rennes, France
affirmed the lower courts ruling. The Company intends to
continue defending all these claims vigorously.
From time to time, the Company may be notified of claims that it
may be infringing patents issued to other parties and may
subsequently engage in license negotiations regarding these
claims. As well, from time to time, the Company receives from
customers demands for indemnification, or claims relating to the
quality of our products, including claims for additional labor
costs, costs for replacing defective parts, reimbursement to
customers for damages incurred in correcting their defective
products, costs for product recalls or other damages. The
Company accrues for losses relating to such claims that the
Company considers probable and for which the loss can be
reasonably estimated.
Other
Contingencies
In October 2008, officials of the European Union Commission (the
Commission) conducted an inspection at the offices
of one of the Companys French subsidiaries. The Company
was informed that the Commission was seeking evidence of
potential violations by Atmel or its subsidiaries of the
European Unions competition laws in connection with the
Commissions investigation of suppliers of integrated
circuits for smart cards. On September 21, 2009 and
October 27, 2009, the Commission requested additional
information from the Company, and the Company responded to the
Commissions requests. The Company continues to cooperate
with the Commissions investigation and has not received
any specific findings, monetary demand or judgment through the
date of filing this
Form 10-K.
As a result, the Company has not recorded any provision in its
financial statements related to this matter.
For hardware, software or technology exported from the
U.S. or otherwise subject to U.S. jurisdiction, the
Company is subject to U.S. laws and regulations governing
international trade and exports, including, but not limited to
the International Traffic in Arms Regulations
(ITAR), the Export Administration Regulations
(EAR) and trade sanctions against embargoed
countries and destinations administered by the
U.S. Department of the Treasury, Office of Foreign Assets
Control (OFAC). Hardware, software or technology
exported from other countries may also be subject to local laws
and regulations governing international trade. Under these laws
and regulations, the Company is responsible for obtaining all
necessary licenses or other approvals, if required, for exports
of hardware, software, technology, as well as the provision of
technical assistance. The Company is also required to obtain
export licenses, if required, prior to transferring technical
data or software to foreign persons. In addition, the Company is
required to obtain necessary export licenses prior to the export
or re-export of hardware, software or technology (i) to any
person, entity, organization or other party identified on the
U.S. Department of Commerce Denied Persons or Entity List,
the U.S. Department of Treasurys Specially Designated
Nationals or Blocked Persons List, or the Department of
States Debarred List; or (ii) for use in nuclear,
chemical/biological weapons, or rocket systems or unmanned air
vehicle applications. A determination by the U.S. or local
government that Atmel has failed to comply with one or more of
these export control laws or trade sanctions, including failure
to properly restrict an export to the persons, entities or
countries set forth on the government restricted party lists,
could result in civil or criminal penalties, including the
imposition of significant fines, denial of export privileges,
loss of revenues from certain customers, and debarment from
participation in U.S. government contracts. Further, a
change in these laws and regulations could restrict our ability
to export to previously permitted countries, customers,
distributors, or other third parties. Any one or more of these
sanctions or a change in law or regulations could have a
material adverse effect on the Companys business,
financial condition and results of operations.
Income
Tax Contingencies
In 2005, the Internal Revenue Service (IRS)
completed its audit of the Companys U.S. income tax
returns for the years 2000 and 2001 and has proposed various
adjustments to these income tax returns, including carry back
89
adjustments to 1996 and 1999. In January 2007, after subsequent
discussions with the Company, the IRS revised its proposed
adjustments for these years. The Company has protested these
proposed adjustments and is currently addressing the matter with
the IRS Appeals Division.
In May 2007, the IRS completed its audit of the Companys
U.S. income tax returns in the years 2002 and 2003 and has
proposed various adjustments to these income tax returns. The
Company has protested all of these proposed adjustments and is
currently addressing the matter with the IRS Appeals Division.
In 2009, the French Tax Authority completed its examination of
the income tax returns for the Companys subsidiary in
Rousset, France for the tax years 2001 through 2005. During the
three months ended June 30, 2009, the Company effectively
settled the audit with the French Tax Authority that resulted in
the utilization and release of tax reserves and an adjustment to
deferred tax asset balances. See Note 12 for further
discussion of the settlement of the audit.
In addition, the Company has tax audits in progress in various
foreign jurisdictions.
While the Company believes that the resolution of these audits
will not have a material adverse impact on the Companys
results of operations, the outcome is subject to significant
uncertainties. The Company recognizes tax liabilities for
uncertain tax positions in accordance with appropriate
accounting standard. An uncertain tax position will not be
recognized if it has less than a 50% likelihood of being
sustained. To the extent the final tax liabilities are different
than the amounts originally accrued, the increases or decreases
are recorded as income tax expense or benefit in the
consolidated statements of operations. Income taxes and related
interest and penalties due for potential adjustments may result
from the resolution of these examinations, and examinations of
open U.S. federal, state and foreign tax years.
The Companys income tax calculations are based on
application of the respective U.S. Federal, state or
foreign tax law. The Companys tax filings, however, are
subject to audit by the respective tax authorities. Accordingly,
the Company recognizes tax liabilities for uncertain tax
positions that are more-likely-than-not to be sustained.
Product
Warranties
The Company accrues for warranty costs based on historical
trends of product failure rates and the expected material and
labor costs to provide warranty services. The majority of
products are generally covered by a warranty typically ranging
from 90 days to two years.
The following table summarizes the activity related to the
product warranty liability in the year ended December 31,
2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Balance at beginning of period
|
|
$
|
5,579
|
|
|
$
|
6,789
|
|
|
$
|
4,773
|
|
Accrual for warranties during the period, net of change in
estimates
|
|
|
3,190
|
|
|
|
4,936
|
|
|
|
8,919
|
|
Actual costs incurred
|
|
|
(4,544
|
)
|
|
|
(6,146
|
)
|
|
|
(6,903
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
4,225
|
|
|
$
|
5,579
|
|
|
$
|
6,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product warranty liability is included in accrued and other
liabilities on the consolidated balance sheets.
Guarantees
During the ordinary course of business, the Company provides
standby letters of credit or other guarantee instruments to
certain parties as required for certain transactions initiated
by either the Company or its subsidiaries. As of
December 31, 2009, the maximum potential amount of future
payments that the Company could be required to make under these
guarantee agreements is approximately $1,850. The Company has
not recorded any liability in connection with these guarantee
arrangements. Based on historical experience and information
currently available, the Company believes it will not be
required to make any payments under these guarantee arrangements.
90
The components of (loss) income from operations before income
taxes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
U.S.
|
|
$
|
(119,143
|
)
|
|
$
|
(116,340
|
)
|
|
$
|
(149,491
|
)
|
Foreign
|
|
|
(16,896
|
)
|
|
|
96,097
|
|
|
|
205,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations before income taxes
|
|
$
|
(136,039
|
)
|
|
$
|
(20,243
|
)
|
|
$
|
55,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The (benefit from) provision for income taxes consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
(In thousands)
|
|
|
Federal
|
|
Current
|
|
$
|
9,300
|
|
|
$
|
7,385
|
|
|
$
|
7,042
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
574
|
|
State
|
|
Current
|
|
|
52
|
|
|
|
36
|
|
|
|
29
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
Current
|
|
|
(20,761
|
)
|
|
|
(1,585
|
)
|
|
|
(2,286
|
)
|
|
|
Deferred
|
|
|
(15,132
|
)
|
|
|
1,130
|
|
|
|
2,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit from) provision for income taxes
|
|
|
|
$
|
(26,541
|
)
|
|
$
|
6,966
|
|
|
$
|
7,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The tax effects of temporary differences that constitute
significant portions of the deferred tax assets and deferred tax
liabilities are presented below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
Fixed assets
|
|
$
|
27,670
|
|
|
$
|
120,520
|
|
Intangible assets
|
|
|
|
|
|
|
126
|
|
Unrealized foreign exchange translation losses
|
|
|
22,184
|
|
|
|
17,358
|
|
Deferred income on shipments to distributors
|
|
|
5,029
|
|
|
|
12,315
|
|
Stock-based compensation
|
|
|
14,746
|
|
|
|
15,011
|
|
Accrued liabilities
|
|
|
12,290
|
|
|
|
26,070
|
|
Net operating losses
|
|
|
83,526
|
|
|
|
117,005
|
|
Research and development, foreign tax and other tax credits
|
|
|
80,306
|
|
|
|
140,270
|
|
Other
|
|
|
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
Total deferred income tax assets
|
|
|
245,751
|
|
|
|
449,275
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
(859
|
)
|
|
|
|
|
Fixed assets
|
|
|
(34,678
|
)
|
|
|
(24,502
|
)
|
Other
|
|
|
(113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(35,650
|
)
|
|
|
(24,502
|
)
|
|
|
|
|
|
|
|
|
|
Less valuation allowance
|
|
|
(197,407
|
)
|
|
|
(422,555
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred income tax assets
|
|
$
|
12,694
|
|
|
$
|
2,218
|
|
|
|
|
|
|
|
|
|
|
Reported as:
|
|
|
|
|
|
|
|
|
Current deferred tax assets(1)
|
|
$
|
26,430
|
|
|
$
|
12,658
|
|
Current deferred tax liabilities(2)
|
|
|
(4,158
|
)
|
|
|
(2,731
|
)
|
Non-current deferred tax assets(3)
|
|
|
2,988
|
|
|
|
3,921
|
|
Non-current deferred tax liabilities(4)
|
|
|
(12,566
|
)
|
|
|
(11,630
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
12,694
|
|
|
$
|
2,218
|
|
|
|
|
|
|
|
|
|
|
91
|
|
|
(1) |
|
Included within Prepaids and other current assets on the
consolidated balance sheet. |
|
(2) |
|
Included within Accrued and other liabilities on the
consolidated balance sheet. |
|
(3) |
|
Included within Other assets on the consolidated balance sheet. |
|
(4) |
|
Included within Other long-term liabilities on the consolidated
balance sheet. |
Prior period deferred tax assets and liabilities balances
related to fixed assets, disclosed previously on a net basis,
have been grossed up to conform to current period presentation.
In the year ended December 31, 2009, the Company reviewed
the potential U.S. tax impact of intercompany loans among
foreign subsidiaries. As a result of this review, the
December 31, 2008 deferred tax assets and valuation
allowance balances were revised as follows:
|
|
|
|
|
|
|
|
|
|
|
As Previously
|
|
|
|
|
Reported
|
|
Revised
|
|
|
(In thousands)
|
|
Net operating losses
|
|
$
|
244,660
|
|
|
$
|
117,005
|
|
Research and development and other tax credits
|
|
|
63,349
|
|
|
|
140,270
|
|
Valuation allowance
|
|
|
(473,289
|
)
|
|
|
(422,555
|
)
|
In the year ended December 31, 2009, the Company sold
certain net operating losses in a foreign jurisdiction, which
resulted in a contingent gain, which may be recognized in a
future period, and transferred intellectual property, both to
utilize tax losses before they become unavailable. These
transactions resulted in the utilization of deferred income tax
assets related to fixed assets of $73,302. During 2009, the
Company utilized $49,679 of tax credits to offset taxable income
generated from Internal Revenue Code Section 956 deemed
dividends.
The ultimate realization of the deferred tax assets depends upon
future taxable income during periods in which the temporary
differences become deductible. With the exception of the
deferred tax assets of certain
non-U.S. subsidiaries,
based on the weight of the evidence (primarily historical
losses), the Company believes that it is more likely than not
that it will not realize the benefit of the deferred tax assets,
and accordingly, has provided a full valuation allowance. At
December 31, 2009, the valuation allowance relates
primarily to deferred tax assets in the United States,
Switzerland, United Kingdom and France.
The Companys effective tax rate differs from the
U.S. Federal statutory income tax rate as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
U.S. Federal statutory income tax rate
|
|
|
35.00
|
%
|
|
|
35.00
|
%
|
|
|
35.00
|
%
|
State tax
|
|
|
(2.61
|
)
|
|
|
(0.18
|
)
|
|
|
(0.05
|
)
|
Effect of foreign operations
|
|
|
(38.84
|
)
|
|
|
18.58
|
|
|
|
(45.46
|
)
|
Recognition of tax credits
|
|
|
46.77
|
|
|
|
175.23
|
|
|
|
(46.59
|
)
|
Net operating loss and future deductions not currently benefited
|
|
|
(30.34
|
)
|
|
|
(182.03
|
)
|
|
|
40.95
|
|
Provision for tax settlements and withholding taxes
|
|
|
14.02
|
|
|
|
(77.71
|
)
|
|
|
26.10
|
|
Other
|
|
|
(4.50
|
)
|
|
|
(3.31
|
)
|
|
|
4.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax provision rate
|
|
|
19.50
|
%
|
|
|
(34.42
|
)%
|
|
|
14.04
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company recorded a (benefit from) provision for income taxes
of $(26,541), $6,966, and $7,824 in the years ended
December 31, 2009, 2008 and 2007, respectively. A
significant component of these amounts during the years ended
December 31, 2009, 2008 and 2007, was a benefit of $39,941,
$13,488 and $21,675, due to the recognition of refundable
foreign R&D credits that related to prior years. The
refundability of these credits does not depend on the existence
of taxable income or a tax liability and the credits were not
previously recognized due to uncertainty over the realization of
these credits. The credits were realized during these years as
the income tax audits were completed or the statutes of
limitations for the credits expired. In the year ended
December 31, 2009, the tax benefit was partially offset by
net
out-of-period
adjustments related to prior years of $7,567 as discussed below.
The income tax provision in the year ended December 31,
2008 and 2007 resulted primarily from taxes incurred by the
Companys profitable foreign subsidiaries and an increase
in tax reserves
92
related to certain U.S. Federal, state and foreign tax
liabilities, partially offset by the recognition of tax credits
in foreign jurisdictions and the refund of unused tax credits.
In the three months ended December 31, 2009, the Company
recorded
out-of-period
adjustments totaling $8,663 to record income tax expense
associated with certain foreign intercompany loans and
alternative minimum tax, which related to fiscal years 2003 to
2008. In addition, during the three months ended June 30,
2009, the Company recorded an
out-of-period
adjustment of $1,096 to correct alternative minimum tax
liabilities that were overstated in 2008. The net impact of
out-of-period
adjustments related to prior years totaled $7,567 for the year
ended December 31, 2009. The Company has assessed the
impact of correcting these errors in the current period and does
not believe that these amounts are material to any prior period
financial statements, nor is the correction of these errors
material to the 2009 financial statements. As a result, the
Company has not restated any prior period amounts.
As a result of certain realization requirements of the
stock-based compensation accounting rules, the table of deferred
tax assets and liabilities shown above does not include certain
deferred tax assets at December 31, 2009 and 2008 that
arose directly from tax deductions related to equity
compensation in excess of compensation recognized for financial
reporting. Equity will be increased by $12,462 if and when such
deferred tax assets are ultimately realized. The Company uses
tax law ordering for purposes of determining when excess tax
benefits have been realized.
In the year ended December 31, 2008, the Company changed
its position to no longer assert permanent reinvestment of
undistributed earnings for certain foreign entities on a
prospective basis. As of December 31, 2009, there was no
U.S. income tax provision for undistributed earnings of
$138,510 as it is currently the Companys intention to
reinvest these earnings indefinitely in operations outside the
U.S. The determination of the tax effect of repatriating
these earnings is not practicable because of the numerous
assumptions associated with this hypothetical calculation that
are dependent on future events that cannot be reasonably
estimated. However, foreign tax credits would be available to
reduce some portion of this amount.
At December 31, 2009, the Company had net operating loss
carry forwards in
non-U.S. jurisdictions
of approximately $394,181. These loss carry forwards expire in
different periods starting in 2009. The Company also has
U.S. state net operating loss carry forwards of
approximately $542,140 at December 31, 2009. These loss
carry forwards expire in different periods from 2010 through
2030. The Company also has U.S. Federal R&D credits of
$14,235 and state R&D tax credits of $10,228 at
December 31, 2009. U.S. Federal R&D credits will
begin to expire in 2020, and the state R&D credits
carryforward indefinitely. The Company has Foreign Tax Credits
of $27,873, which start to expire in 2018 and state investment
tax credits of $27,233 at December 31, 2009 that begin
expiring in 2010. In addition, the Company has foreign R&D
credits of $17,382, which are refundable in the future if they
are not used to offset future tax liability.
On January 1, 2007, the Company adopted the accounting
standard related to uncertain income tax positions. Under the
accounting standard, the impact of an uncertain income tax
position on income tax expense must be recognized at the largest
amount that is more-likely-than-not to be sustained. A tax
benefit for an uncertain income tax position will not be
recognized if it has less than a 50% likelihood of being
sustained.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Balance at January 1
|
|
$
|
215,978
|
|
|
|
189,440
|
|
|
|
215,675
|
|
Tax Positions Related to Current Year:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
12,619
|
|
|
|
25,161
|
|
|
|
16,584
|
|
Tax Positions Related to Prior Years:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
10,899
|
|
|
|
19,484
|
|
|
|
|
|
Reductions
|
|
|
(5,731
|
)
|
|
|
(7,561
|
)
|
|
|
(21,017
|
)
|
Lapse of Statute of Limitation
|
|
|
(401
|
)
|
|
|
(714
|
)
|
|
|
|
|
Settlements
|
|
|
(50,812
|
)
|
|
|
(9,832
|
)
|
|
|
(21,802
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
182,552
|
|
|
$
|
215,978
|
|
|
$
|
189,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93
The prior period balances above have been revised to reflect the
inclusion of certain refundable R&D credits, which were not
previously disclosed in this table. As a result, the balances as
of January 1, 2007, December 31, 2007, and
December 31, 2008 included cumulative unrecognized tax
benefits of $39,366, $23,260 and $26,193, respectively, related
to these credits, which were not previously disclosed. In
addition, the changes in the balances have also been adjusted to
more appropriately reflect the additions and reductions of these
items in the respective years. The revisions to this table did
not impact the results of operations or financial position of
the Company.
Included in the balance of unrecognized tax benefits at
December 31, 2009, 2008 and 2007 respectively, are $69,728,
$59,937 and $60,455 of tax benefits that, if recognized, would
affect the effective tax rate. Also included in the balance of
unrecognized tax benefits at December 31, 2009, 2008 and
2007 respectively, are $112,824, $156,041 and $128,985 of tax
benefits that, if recognized, would result in adjustments to
other tax accounts, primarily deferred tax assets.
The table above includes unrecognized tax benefits associated
with the refundable foreign R&D credits, including
additions due to positions taken in the current year and
reductions for the completion of income tax audits or expiration
of the related statute of limitations.
It is reasonably possible that the total amount of unrecognized
tax benefits will increase or decrease in the next
12 months. Such changes could occur based on the conclusion
of ongoing tax audits in various jurisdictions around the world.
While these events are reasonably possible to occur within the
next 12 months, the Company is not able to accurately
estimate the range of the change in the unrecognized tax
benefits that may occur. The calculation of unrecognized tax
benefits involves dealing with uncertainties in the application
of complex global tax regulations. Management regularly assesses
the Companys tax positions in light of legislative,
bilateral tax treaty, regulatory and judicial developments in
the countries in which the Company does business.
The Company files U.S., state, and foreign income tax returns in
jurisdictions with varying statutes of limitations. The 2000
through 2008 tax years generally remain subject to examination
by federal and most state tax authorities. For significant
foreign jurisdictions, the 2000 through 2008 tax years generally
remain subject to examination by their respective tax
authorities.
In 2005, the Internal Revenue Service (IRS)
completed its audit of the Companys U.S. income tax
returns for the years 2000 and 2001 and has proposed various
adjustments to these income tax returns, including carry back
adjustments to 1996 and 1999. In January 2007, after subsequent
discussions with the Company, the IRS revised their proposed
adjustments for these years. In May 2007, the IRS completed its
audit of the Companys U.S. income tax returns for the
years 2002 and 2003 and has proposed various adjustments to
these income tax returns. The Company has protested all of these
proposed adjustments and is currently working through the
matters with the IRS Appeals Division.
In the year ended December 31, 2009, the French tax
authority completed its examination of tax years 2001 through
2005 for one of the Companys French subsidiaries. The
examination for these years resulted in a reduction of deferred
tax assets associated with net operating loss carryovers of
$54,120, for which there was a full valuation allowance. The
income tax return for the 2006 tax year is currently under
limited scope audit by the French tax authority.
Currently, the Company has numerous tax audits in progress in
various other foreign jurisdictions. To the extent the final tax
liabilities are different than the amounts originally accrued,
the increases or decreases are recorded as income tax expense or
benefit in the consolidated statements of operations. While the
Company believes that the resolution of these audits will not
have a material adverse impact on the Companys results of
operations, the outcome is subject to uncertainty.
The Companys policy is to recognize interest
and/or
penalties related to income tax matters in its income tax
provision. In the years ended December 31, 2009, 2008 and
2007, the Company recognized interest and penalties in the
consolidated statements of operations of $1,617, $7,245 and
$6,948, respectively. The total amount of interest and penalties
accrued on the consolidated balance sheets as of
December 31, 2009 and 2008 was $46,676 and $45,059,
respectively.
94
The Company sponsors defined benefit pension plans that cover
substantially all French and German employees. Plan benefits are
provided in accordance with local statutory requirements.
Benefits are based on years of service and employee compensation
levels. The plans are unfunded. Pension liabilities and charges
to expense are based upon various assumptions, updated
quarterly, including discount rates, future salary increases,
employee turnover, and mortality rates.
Retirement plans consist of two types of plans. The first plan
type provides for termination benefits paid to employees only at
retirement, and consists of approximately one to five months of
salary. This structure covers the Companys French
employees. The second plan type provides for defined benefit
payouts for the remaining employees post-retirement life,
and covers the Companys German employees.
The aggregate net pension expense relating to the two plan types
are as follows:
The expected life of employee stock options represents the
weighted-average period the stock options are expected to remain
outstanding and was derived based on an evaluation of the
Companys historical settlement trends, including an
evaluation of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Service costs during the period
|
|
$
|
1,477
|
|
|
$
|
2,107
|
|
|
$
|
2,622
|
|
Interest costs on projected benefit obligation
|
|
|
1,469
|
|
|
|
2,944
|
|
|
|
2,530
|
|
Amortization of actuarial (gain) loss
|
|
|
(100
|
)
|
|
|
85
|
|
|
|
123
|
|
Curtailment and other related gains
|
|
|
|
|
|
|
(4,513
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension expenses
|
|
$
|
2,846
|
|
|
$
|
623
|
|
|
$
|
5,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtailment and other related gains in the year ended
December 31, 2008 primarily related to the reduction of the
pension liability as a result of the Companys sale of its
manufacturing operations in Heilbronn, Germany and was recorded
as a component of cost of revenues.
The change in projected benefit obligation during the years
ended December 31, 2009 and 2008 and the accumulated
benefit obligation at December 31, 2009 and 2008, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Projected benefit of obligation at beginning of the year
|
|
$
|
26,808
|
|
|
$
|
52,579
|
|
Service costs
|
|
|
1,477
|
|
|
|
2,107
|
|
Interest costs
|
|
|
1,469
|
|
|
|
2,944
|
|
Transfer related to Heilbronn, Germany sale
|
|
|
|
|
|
|
(20,817
|
)
|
Curtailment and other related gains
|
|
|
|
|
|
|
(4,513
|
)
|
Actuarial (loss) gain
|
|
|
(1,205
|
)
|
|
|
332
|
|
Benefits paid
|
|
|
(505
|
)
|
|
|
(1,027
|
)
|
Foreign currency exchange rate changes
|
|
|
810
|
|
|
|
(4,797
|
)
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at end of the year
|
|
$
|
28,854
|
|
|
$
|
26,808
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation at end of the year
|
|
$
|
22,416
|
|
|
$
|
19,561
|
|
|
|
|
|
|
|
|
|
|
As the defined benefit plans are unfunded, the liability
recognized on the consolidated balance sheet as of
December 31, 2009 was $28,854, of which $686 is included in
accrued and other liabilities, $24,154 is included in other
long-term liabilities and $4,014 is included in long-term
liabilities held for sale as the amount relates to a liability
which is expected to transfer. The liability recognized on the
consolidated balance sheet as of December 31,
95
2008 was $26,808, of which $765 is included in accrued and other
liabilities and $26,043 is included in other long-term
liabilities.
Actuarial assumptions used to determine benefit obligations for
the plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Assumed discount rate
|
|
|
4.9-5.8
|
%
|
|
|
5.8-6.3
|
%
|
|
|
5.5-5.7
|
%
|
Assumed compensation rate of increase
|
|
|
2.2-4.0
|
%
|
|
|
3.0-4.0
|
%
|
|
|
2.0-4.0
|
%
|
The discount rate is based on the quarterly average yield for
euro treasuries with a duration of 30 years, plus a
supplement for corporate bonds (euro, AA rating).
Future estimated expected benefit payments over the next ten
years are as follows:
|
|
|
|
|
Years Ending December 31:
|
|
|
|
|
|
(In thousands)
|
|
|
2010
|
|
$
|
686
|
|
2011
|
|
|
587
|
|
2012
|
|
|
453
|
|
2013
|
|
|
599
|
|
2014
|
|
|
1,043
|
|
2015 through 2019
|
|
|
8,607
|
|
|
|
|
|
|
|
|
$
|
11,975
|
|
|
|
|
|
|
The Companys pension liability represents the present
value of estimated future benefits to be paid. With respect to
the Companys unfunded plans in Europe, in the year ended
December 31, 2009, a decrease in assumed discount rate and
compensation rate of increase used to calculate the present
value of the pension obligation resulted in a decrease in the
pension liability of $1,205, which resulted in a benefit, net of
tax, of $413, which was credited to accumulated other
comprehensive income in stockholders equity in the year
ended December 31, 2009. In the year ended
December 31, 2008, the transfer of liability and other
credits associated with the sale of the Companys
manufacturing operations in Heilbronn, Germany, as well as a
change in discount rate and inflation rate assumptions resulted
in a net decrease in pension liability of $24,998 for the year
ended December 31, 2008. This resulted in a benefit, net of
tax, of $1,109, which was credited to accumulated other
comprehensive income in stockholders equity in the year
ended December 31, 2008.
The net pension cost for 2010 is expected to be approximately
$3,267. Cash funding for benefits paid was $505 in the year
ended December 31, 2009. Cash funding for benefits to be
paid for 2010 is expected to be approximately $686.
Amounts recognized in accumulated other comprehensive income
consist of net actuarial gain of $2,697 and $2,284 at
December 31, 2009 and 2008, respectively. Net actuarial
gains of $183 are expected to be recognized as a component of
net periodic pension benefit cost during 2010 and are included
in accumulated other comprehensive income in the consolidated
statement of shareholders equity and comprehensive (loss)
income as of December 31, 2009.
Executive
Deferred Compensation Plan
The Atmel Executive Deferred Compensation Plan is a
non-qualified deferred compensation plan allowing certain
executives to defer a portion of their salary and bonus.
Participants are credited with returns based on the allocation
of their account balances among mutual funds. The Company
utilizes an investment advisor to manage the investment of these
funds and the participants remain general creditors of the
Company. Distributions from the plan commence in the quarter
following a participants retirement or termination of
employment. The liability associated with the other diversified
assets is being marked to market with the offset being recorded
as compensation expense, primarily selling, general and
administrative expense, to the extent there is an increase in
the value,
96
or a reduction of operating expense, primarily selling, general
and administrative expense, to the extent there is a decrease in
value. The other diversified assets are marked to market with
the offset being recorded as other income (expense), net.
At December 31, 2009 and 2008, the Companys deferred
compensation plan totaled $3,109 and $2,971, respectively, and
is included in prepaids and other current assets on the
consolidated balance sheets and the corresponding deferred
compensation plan liability at December 31, 2009 and 2008,
totaled $3,109 and $2,971, respectively, and is included in
accrued and other liabilities on the consolidated balance sheets.
401(k)
Tax Deferred Savings Plan
The Company maintains a 401(k) Tax Deferred Savings Plan for the
benefit of qualified employees who are primarily
U.S. based, and matches each eligible employees
contribution up to a maximum of five hundred dollars. The
Companys matching contribution was $277, $808 and $668 in
the years ended December 31, 2009, 2008 and 2007,
respectively.
|
|
Note 14
|
OPERATING
AND GEOGRAPHICAL SEGMENTS
|
The Company designs, develops, manufactures and sells a wide
range of semiconductor integrated circuit products. The segments
represent managements view of the Companys
businesses and how it allocates Company resources and measures
performance of its major components. In addition, each segment
consists of product families with similar requirements for
design, development and marketing. Each segment requires
different design, development and marketing resources to produce
and sell semiconductor integrated circuits. Atmels four
reportable segments are as follows:
|
|
|
|
|
Microcontrollers segment includes a variety of
proprietary and standard microcontrollers, the majority of which
contain embedded nonvolatile memory, integrated analog
peripherals and capacitive touch sensing libraries. This segment
also includes products with military and aerospace applications.
In March 2008, the Company acquired Quantum, a supplier of
capacitive sensing IP solutions. Results from the acquired
operations are considered complementary to sales of
microcontroller products and are included in this segment.
|
|
|
|
Nonvolatile Memories segment consists predominantly of
serial interface electrically erasable programmable read-only
memory (SEEPROM) and serial interface Flash memory
products. This segment also includes parallel interface Flash
memories as well as mature parallel interface electrically
erasable programmable read-only memory (EEPROM) and
erasable programmable ready-only memory (EPROM)
devices. This segment also includes products with military and
aerospace applications.
|
|
|
|
Radio Frequency (RF) and Automotive segment
includes products designed for the automotive industry. This
segment produces and sells wireless and wired devices for
industrial, consumer and automotive applications and it also
provides foundry services which produce radio frequency products
for the mobile telecommunication market.
|
|
|
|
Application Specific Integrated Circuit (ASIC)
segment includes custom application specific integrated
circuits designed to meet specialized single-customer
requirements for their high performance devices in a broad
variety of specific applications. This segment also encompasses
a range of products which provide security for digital data
transaction, including smart cards for mobile phones, set top
boxes, banking and national identity cards. The Company also
develops application specific standard products
(ASSP) for high reliability space applications,
power management and secure crypto memory products.
|
The Company evaluates segment performance based on revenues and
income or loss from operations excluding acquisition-related
charges, charges for grant repayments, restructuring charges,
asset impairment charges (recovery) and gains on sale of assets.
Interest and other (expenses) income, net, nonrecurring gains
and losses, foreign exchange gains and losses and income taxes
are not measured by operating segment.
97
Segments are defined by the products they design and sell. They
do not make sales to each other. The Companys net revenues
and segment (loss) income from operations for each reportable
segment in years ended December 31, 2009, 2008 and 2007 are
as follows:
Information
about Reportable Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Micro-
|
|
Nonvolatile
|
|
RF and
|
|
|
|
|
|
|
Controllers
|
|
Memories
|
|
Automotive
|
|
ASIC
|
|
Total
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
457,797
|
|
|
$
|
290,936
|
|
|
$
|
147,871
|
|
|
$
|
320,741
|
|
|
$
|
1,217,345
|
|
Segment (loss) income from operations
|
|
|
(1,741
|
)
|
|
|
10,255
|
|
|
|
(8,402
|
)
|
|
|
(20,484
|
)
|
|
$
|
(20,372
|
)
|
Year ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
522,635
|
|
|
$
|
339,239
|
|
|
$
|
250,219
|
|
|
$
|
454,670
|
|
|
$
|
1,566,763
|
|
Segment income (loss) from operations
|
|
|
34,419
|
|
|
|
29,362
|
|
|
|
4,983
|
|
|
|
(11,730
|
)
|
|
|
57,034
|
|
Year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
458,228
|
|
|
$
|
376,675
|
|
|
$
|
308,519
|
|
|
$
|
495,815
|
|
|
$
|
1,639,237
|
|
Segment income (loss) from operations
|
|
|
27,718
|
|
|
|
40,015
|
|
|
|
18,778
|
|
|
|
(21,132
|
)
|
|
|
65,379
|
|
The Company does not allocate assets by segment, as management
does not use asset information to measure or evaluate a
segments performance.
Reconciliation
of Segment Information to Consolidated Statements of
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Total segment (loss) income from operations
|
|
$
|
(20,372
|
)
|
|
$
|
57,034
|
|
|
$
|
65,379
|
|
Unallocated amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related charges
|
|
|
(16,349
|
)
|
|
|
(23,614
|
)
|
|
|
|
|
Charges for grant repayments
|
|
|
(1,554
|
)
|
|
|
(718
|
)
|
|
|
(1,464
|
)
|
Restructuring charges
|
|
|
(6,681
|
)
|
|
|
(71,324
|
)
|
|
|
(13,239
|
)
|
Asset impairment recovery (charges)
|
|
|
(79,841
|
)
|
|
|
(7,969
|
)
|
|
|
1,057
|
|
Gain on sale of assets
|
|
|
164
|
|
|
|
32,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated (loss) income from operations
|
|
$
|
(124,633
|
)
|
|
$
|
(13,937
|
)
|
|
$
|
51,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic sources of revenues were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
United States
|
|
$
|
209,494
|
|
|
$
|
221,351
|
|
|
$
|
219,541
|
|
Germany
|
|
|
167,808
|
|
|
|
253,325
|
|
|
|
227,311
|
|
France
|
|
|
73,926
|
|
|
|
134,502
|
|
|
|
154,866
|
|
United Kingdom
|
|
|
10,034
|
|
|
|
17,580
|
|
|
|
33,844
|
|
Japan
|
|
|
35,691
|
|
|
|
76,625
|
|
|
|
90,767
|
|
China, including Hong Kong
|
|
|
342,172
|
|
|
|
363,206
|
|
|
|
375,544
|
|
Singapore
|
|
|
54,221
|
|
|
|
95,517
|
|
|
|
153,102
|
|
Rest of Asia-Pacific
|
|
|
175,217
|
|
|
|
218,775
|
|
|
|
208,005
|
|
Rest of Europe
|
|
|
129,210
|
|
|
|
163,264
|
|
|
|
155,455
|
|
Rest of the World
|
|
|
19,572
|
|
|
|
22,618
|
|
|
|
20,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
$
|
1,217,345
|
|
|
$
|
1,566,763
|
|
|
$
|
1,639,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98
Net revenues are attributed to countries based on delivery
locations.
No single customer accounted for more than 10% of net revenues
in the years ended December 31, 2009, 2008 and 2007,
respectively.
Locations of long-lived assets as of December 31, 2009 and
2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
United States
|
|
$
|
105,017
|
|
|
$
|
126,959
|
|
Germany
|
|
|
21,408
|
|
|
|
23,377
|
|
France
|
|
|
35,505
|
|
|
|
200,799
|
|
United Kingdom
|
|
|
4,949
|
|
|
|
6,978
|
|
Asia-Pacific
|
|
|
37,726
|
|
|
|
34,049
|
|
Rest of Europe
|
|
|
17,366
|
|
|
|
13,756
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
221,971
|
|
|
$
|
405,918
|
|
|
|
|
|
|
|
|
|
|
Excluded from the table above are auction-rate securities of
$2,266 and $8,795 as of December 31, 2009 and
December 31, 2008, respectively, which are included in
other assets on the consolidated balance sheets. Also excluded
from the table above as of December 31, 2009 and 2008 are
goodwill of $56,408 and $51,010, respectively, intangible
assets, net of $29,841 and $34,121, respectively, deferred
income tax assets of $2,988 and $3,921, respectively, and assets
held for sale of $83,260 and $0, respectively.
|
|
Note 15
|
CHARGES
FOR GRANT REPAYMENTS
|
In the fourth quarter of 2006, the Company announced its
intention to close its design facility in Greece. In the years
ended December 31, 2009, 2008 and 2007, the Company accrued
interest of $1,554, $718 and $1,464 related to the expected
grant repayments in Greece. These charges are included in
Charges for Grant Repayments in the consolidated
statements of operations.
As of December 31, 2009 and 2008, the total liability for
grant benefits subject to repayment was $15,058 and $13,303,
respectively, and is included in accrued and other liabilities
on the consolidated balance sheets. During the year ended
December 31, 2008, the Company repaid grant benefits of
$39,519 to the UK government in connection with the closure of
the Companys North Tyneside, UK manufacturing facility.
|
|
Note 16
|
ASSETS
HELD FOR SALE, ASSET IMPAIRMENT CHARGES AND GAIN ON SALE OF
ASSETS
|
The Company assesses the recoverability of long-lived assets
with finite useful lives whenever events or changes in
circumstances indicate that the Company may not be able to
recover the assets carrying amount. The Company measures
the amount of impairment of such long-lived assets by the amount
by which the carrying value of the asset exceeds the fair market
value of the asset, which is generally determined based on
projected discounted future cash flows or appraised values. The
Company classifies long-lived assets to as held and used until
they are disposed, including assets not available for immediate
sale in their present condition. The Company reports assets to
be disposed of by sale as held for sale and recognizes those
assets and liabilities on the consolidated balance sheet at the
lower of carrying amount or fair value, less cost to sell.
Assets classified as held for sale are not depreciated.
99
The table below summarizes the asset impairment charges
(recovery) for the Companys wafer fabrication facilities
by location included in the consolidated statements of
operations for the years ended December 31, 2009, 2008 and
2007, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Rousset, France
|
|
$
|
79,841
|
|
|
$
|
|
|
|
$
|
|
|
Heilbronn, Germany
|
|
|
|
|
|
|
7,969
|
|
|
|
|
|
North Tyneside, United Kingdom
|
|
|
|
|
|
|
|
|
|
|
(1,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total asset impairment charges (recovery)
|
|
$
|
79,841
|
|
|
$
|
7,969
|
|
|
$
|
(1,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rousset,
France
In the first quarter of 2009, the Company announced its
intention to sell its ASIC business, including the wafer
fabrication facility in Rousset, France and classified the
related assets and liabilities as held for sale at each balance
sheet date from March 31, 2009 through September 30,
2009. On December 17, 2009, the Company announced that it
entered into an exclusivity agreement with LFoundry GmbH for the
purchase of the Companys manufacturing operations in
Rousset, France. As a result of this agreement, the Company
determined that certain assets and liabilities were no longer
included in the disposal group as they were not being acquired
or assumed by the buyer, and as result, the Company reclassified
these assets and liabilities back to held and used as of
December 31, 2009. The assets and liabilities that remain
in the disposal group, and are classified as held for sale, are
carried on the consolidated balance sheet at December 31,
2009, at the lower of their carrying amount or fair value less
cost to sell. In determining any potential write down of these
assets and liabilities, the Company considered both the net book
value of the disposal group, which was $83,260, and also a
credit balance of $129,302 related to foreign currency
translation adjustments (CTA balance) that are
recorded within stockholders equity. As a result, no
impairment charge was recorded for the disposal group, as its
carrying value, net of the CTA balance, cannot be reduced to
below zero. The CTA balance remaining in stockholders
equity at the date of sale will be released to the statement of
operations at that date.
Property and equipment previously included in the disposal group
and reclassified to held and used in December 2009 totaled
$110,360. In connection with this reclassification, the Company
assessed the fair value of the property and the equipment to be
retained and concluded that the fair value of the property was
lower than its carrying value less depreciation expense that
would have been recognized had the asset (disposal group) been
continuously classified as held and used. As a result, the
Company recorded an impairment charge of $79,841 in the fourth
quarter of 2009. No impairment charge was recorded for the
equipment that was reclassified to held and used but the
depreciation expense that would have been recognized had the
asset (disposal group) been continuously classified as held and
used, which totaled $4,682, was included in operating results in
the fourth quarter of 2009.
The proposed sale of the manufacturing operations in Rousset,
France, is not expected to qualify as discontinued operations as
the Company expects to have continuing cash flows associated
with supply agreements with the buyer in future periods.
100
The following table details the assets and liabilities within
the disposal group, which are classified as held for sale in the
consolidated balance sheet as of December 31, 2009:
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Current assets
|
|
|
|
|
Inventory
|
|
$
|
16,139
|
|
|
|
|
|
|
Total current assets held for sale
|
|
|
16,139
|
|
Fixed Assets
|
|
|
83,260
|
|
|
|
|
|
|
Total non current assets held for sale
|
|
|
83,260
|
|
|
|
|
|
|
Total assets held for sale
|
|
$
|
99,399
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Accrued and other liabilities
|
|
$
|
11,284
|
|
|
|
|
|
|
Total current liabilities held for sale
|
|
|
11,284
|
|
Pension liability
|
|
|
4,014
|
|
|
|
|
|
|
Total non-current liabilities held for sale
|
|
|
4,014
|
|
|
|
|
|
|
Total liabilities held for sale
|
|
$
|
15,298
|
|
|
|
|
|
|
Heilbronn,
Germany
The Company announced its intention to sell its fabrication
facility in Heilbronn, Germany in December 2006. Subsequently,
the Company decided to sell only the manufacturing operations
related to the fabrication facility. In the three months ended
September 30, 2008, the Company entered into an agreement
to sell the manufacturing operations to Tejas Silicon Holding
Limited (TSI). The Company recorded an impairment
loss of $7,969 in the year ended December 31, 2008, which
consisted of $3,025 for the net book value of the fixed assets
and $4,944 for selling costs related to legal, commissions and
other direct incremental costs. The Company recorded a gain on
sale of $2,706 in the year ended December 31, 2008 upon
closing of the sale. The sale of the Heilbronn manufacturing
operations did not qualify as discontinued operations as the
operations and future cash flows were not eliminated from the
Companys RF and Automotive segment. The Company continues
to purchase wafers from the buyer of the Heilbronn fabrication
facility. See Note 11.
North
Tyneside, United Kingdom
On October 8, 2007, the Company entered into definitive
agreements to sell certain wafer fabrication equipment and land
and buildings at North Tyneside to Taiwan Semiconductor
Manufacturing Company (TSMC) and Highbridge Business
Park Limited (Highbridge) for a total of
approximately $124,800. The Company recorded proceeds of $81,849
and recognized a gain of $29,948 for the sale of the equipment
in the year ended December 31, 2008. The Company received
proceeds of $42,951 from Highbridge upon closing of the real
property portion of the transaction in November 2007. The
Company vacated the facility in May 2008.
101
|
|
Note 17
|
RESTRUCTURING
CHARGES
|
The following table summarizes the activity related to the
accrual for restructuring charges detailed by event for the
years ended December 31, 2009, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
Currency
|
|
|
December 31,
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
Translation
|
|
|
2009
|
|
|
|
Accrual
|
|
|
Charges
|
|
|
Payments
|
|
|
Adjustment
|
|
|
Accrual
|
|
|
|
(In thousands)
|
|
|
Third quarter of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination of contract with supplier
|
|
$
|
1,592
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,592
|
(2)
|
Fourth quarter of 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other restructuring charges
|
|
|
218
|
|
|
|
470
|
|
|
|
(698
|
)
|
|
|
10
|
|
|
|
|
|
Second quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
235
|
|
|
|
46
|
|
|
|
(273
|
)
|
|
|
(4
|
)
|
|
|
4
|
|
Third quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
17,575
|
|
|
|
87
|
|
|
|
(16,220
|
)
|
|
|
(885
|
)
|
|
|
557
|
|
Fouth quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
3,438
|
|
|
|
626
|
|
|
|
(4,060
|
)
|
|
|
(4
|
)
|
|
|
|
|
First quarter of 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
2,207
|
|
|
|
(2,393
|
)
|
|
|
186
|
|
|
|
|
|
Other restructuring charges
|
|
|
|
|
|
|
389
|
|
|
|
(71
|
)
|
|
|
|
|
|
|
318
|
|
Second quarter of 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
2,856
|
|
|
|
(2,856
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2009 activity
|
|
$
|
23,058
|
|
|
$
|
6,681
|
|
|
$
|
(26,571
|
)
|
|
$
|
(697
|
)
|
|
$
|
2,471
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Accrued restructuring charges are classified within accrued and
other liabilities on the consolidated balance sheets and are
expected to be paid prior to December 31, 2010. |
|
(2) |
|
Relates to a contractual obligation, which is currently subject
to litigation. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
Currency
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Charges/
|
|
|
|
|
|
Translation
|
|
|
2008
|
|
|
|
Accrual
|
|
|
(Credits)
|
|
|
Payments
|
|
|
Adjustment
|
|
|
Accrual
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Third quarter of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination of contract with supplier
|
|
$
|
1,592
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,592
|
|
Fourth quarter of 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
1,324
|
|
|
|
(224
|
)
|
|
|
(1,172
|
)
|
|
|
72
|
|
|
|
|
|
Fourth quarter of 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
12,759
|
|
|
|
1,431
|
|
|
|
(14,749
|
)
|
|
|
559
|
|
|
|
|
|
Termination of contract with supplier
|
|
|
|
|
|
|
12,206
|
|
|
|
(13,019
|
)
|
|
|
813
|
|
|
|
|
|
Other restructuring charges
|
|
|
|
|
|
|
20,778
|
|
|
|
(21,465
|
)
|
|
|
905
|
|
|
|
218
|
|
Second quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
2,990
|
|
|
|
(2,534
|
)
|
|
|
(221
|
)
|
|
|
235
|
|
Third quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
28,852
|
|
|
|
(8,921
|
)
|
|
|
(2,356
|
)
|
|
|
17,575
|
|
Fouth quarter of 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
5,291
|
|
|
|
(1,879
|
)
|
|
|
26
|
|
|
|
3,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2008 activity
|
|
$
|
15,675
|
|
|
$
|
71,324
|
|
|
$
|
(63,739
|
)
|
|
$
|
(202
|
)
|
|
$
|
23,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
Currency
|
|
|
December 31,
|
|
|
|
2007
|
|
|
Charges/
|
|
|
|
|
|
Translation
|
|
|
2007
|
|
|
|
Accrual
|
|
|
(Credits)
|
|
|
Payments
|
|
|
Adjustment
|
|
|
Accrual
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Third quarter of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination of contract with supplier
|
|
$
|
8,896
|
|
|
$
|
(3,071
|
)
|
|
$
|
(4,233
|
)
|
|
$
|
|
|
|
$
|
1,592
|
|
Fouth quarter of 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
7,490
|
|
|
|
3,305
|
|
|
|
(9,959
|
)
|
|
|
488
|
|
|
|
1,324
|
|
Fouth quarter of 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs
|
|
|
|
|
|
|
12,441
|
|
|
|
|
|
|
|
318
|
|
|
|
12,759
|
|
Other exit related costs
|
|
|
|
|
|
|
564
|
|
|
|
(564
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2007 activity
|
|
$
|
16,386
|
|
|
$
|
13,239
|
|
|
$
|
(14,756
|
)
|
|
$
|
806
|
|
|
$
|
15,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
Restructuring Charges
In the year ended December 31, 2009, the Company continued
to implement the restructuring initiatives announced in 2008
that are discussed below and incurred restructuring charges of
$6,681. The charges relating to this initiative consist of the
following:
|
|
|
|
|
Net charges of $5,822, related to severance costs resulting from
involuntary termination of employees. Employee severance costs
were recorded in accordance with the accounting standard related
to costs associated with exit or disposal activities.
|
|
|
|
Charges of $859 related to facility closure costs.
|
The Company paid $25,802 related to employee termination costs
in the year ended December 31, 2009.
2008
Restructuring Charges
In the year ended December 31, 2008, the Company incurred
restructuring charges of $71,324 as the Company continued to
implement additional restructuring actions to improve
operational efficiencies and reduce costs.
The Company incurred restructuring charges related to the
signing of definitive agreements in October 2007 to sell certain
wafer fabrication equipment and real property at North Tyneside
to Taiwan Semiconductor Manufacturing Company Limited
(TSMC) and Highbridge Business Park Limited
(Highbridge). As a result of this action, this
facility was closed and all of the employees of the facility
were terminated by June 30, 2008. In addition, the Company
began implementing new initiatives, primarily focused on
lowering manufacturing costs and eliminating non-core research
and development programs. The Company recorded the following
restructuring charges (credits):
|
|
|
|
|
Net charges of $37,657 related to severance costs resulting from
involuntary termination of employees.
|
|
|
|
Charges of $20,778 related to equipment removal and facility
closure costs. After production activity ceased, the Company
utilized employees as well as outside services to disconnect
fabrication equipment, fulfill equipment performance testing
requirements of the buyer, and perform facility decontamination
and other facility closure-related activity, Included in these
costs are labor costs, facility related costs, outside service
provider costs, and legal and other fees. Equipment removal,
building decontamination and closure related cost activities
were completed as of June 30, 2008.
|
|
|
|
Charges of $12,206 related to contract termination charges,
primarily associated with a long-term gas supply contract for
nitrogen gas utilized in semiconductor manufacturing. The
Company is required to pay an early termination penalty
including de-contamination and removal costs. Other contract
termination costs related to semiconductor equipment support
services with minimum payment clauses extending beyond the
current period.
|
|
|
|
Net charges of $683 related to changes in estimates of
termination benefits originally recorded.
|
103
The Company paid $29,255 related to employee termination costs
in the year ended December 31, 2008.
2007
Restructuring Activities
During 2007, the Company implemented restructuring initiatives
announced in 2006 and in 2007. The Company recorded a net
restructuring charge of $13,239, which included restructuring
charges related to the sale of certain wafer fabrication
equipment and real property at North Tyneside to TSMC and
Highbridge. As a result of these actions, this facility was
closed and all of the employees of the facility were terminated.
Related to this sale, during the fourth quarter of 2007, the
Company recorded the following restructuring charges:
|
|
|
|
|
Charges of $11,084 related to one-time severance costs for
involuntary termination of employees.
|
|
|
|
Charges of $1,357 related to on-going severance costs for
involuntary termination of employees.
|
|
|
|
Charges of $564 related to other exit related costs.
|
In addition, the Company also incurred the following
restructuring charges in 2007:
|
|
|
|
|
Charges of $2,050 related to severance costs for involuntary
termination of employees.
|
|
|
|
Charges of $1,255 related to one-time minimum statutory
termination benefits, including changes in estimates.
|
|
|
|
A credit of $3,071 related to the settlement of a long-term gas
supply contract for which the accrual was $12,437, originally
recorded in the third quarter of 2002. On May 1, 2007, in
connection with the sale of the Irving, Texas facility, the
Company paid $5,600 to terminate this contract, of which $1,700
was reimbursed by the buyer of the facility.
|
The Company paid $9,959 related to employee termination costs in
the year ended December 31, 2007.
|
|
Note 18
|
NET
(LOSS) INCOME PER SHARE
|
Basic net loss per share is calculated by using the
weighted-average number of common shares outstanding during that
period. Diluted net loss per share is calculated giving effect
to all dilutive potential common shares that were outstanding
during the period. Dilutive potential common shares consist of
incremental common shares issuable upon exercise of stock
options, upon vesting of restricted stock units, contingent
issuable shares for all periods and accrued issuance of shares
under employee stock purchase plan. No dilutive potential common
shares were included in the computation of any diluted per share
amount when a loss from continuing operations was reported by
the Company. Income or loss from operations is the control
number in determining whether potential common shares are
dilutive or anti-dilutive.
A reconciliation of the numerator and denominator of basic and
diluted net loss per share is provided as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except per share data)
|
|
|
Net (loss) income
|
|
$
|
(109,498
|
)
|
|
$
|
(27,209
|
)
|
|
$
|
47,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares basic
|
|
|
451,755
|
|
|
|
446,504
|
|
|
|
477,213
|
|
Incremental shares and share equivalents
|
|
|
|
|
|
|
|
|
|
|
4,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares diluted
|
|
|
451,755
|
|
|
|
446,504
|
|
|
|
481,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share basic
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share diluted
|
|
$
|
(0.24
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104
The following table summarizes securities which were not
included in the Weighted-average shares
diluted used for calculation of diluted net income per
share, as their effect would have been anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
|
(In thousands)
|
|
Employee stock options and restricted stock units outstanding
|
|
|
51,788
|
|
|
|
47,690
|
|
|
|
32,668
|
|
Incremental shares and share equivalents
|
|
|
|
|
|
|
|
|
|
|
(4,524
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental shares and share equivalents excluded from per share
calculation
|
|
|
51,788
|
|
|
|
47,690
|
|
|
|
28,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 19
|
INTEREST
AND OTHER (EXPENSE) INCOME, NET
|
Interest and other (expense) income, net, are summarized in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Interest and other income
|
|
$
|
1,845
|
|
|
$
|
10,973
|
|
|
$
|
16,716
|
|
Interest expense
|
|
|
(6,600
|
)
|
|
|
(12,340
|
)
|
|
|
(12,351
|
)
|
Foreign exchange transaction losses
|
|
|
(6,651
|
)
|
|
|
(4,939
|
)
|
|
|
(389
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(11,406
|
)
|
|
$
|
(6,306
|
)
|
|
$
|
3,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 20
|
ACCELERATED
SHARE REPURCHASE PROGRAM
|
On August 26, 2007, the Company entered into collared
accelerated share repurchase programs with each of Morgan
Stanley & Co. Incorporated and Credit Suisse, New York
Branch (the dealers) to repurchase up to an
aggregate of $250,000 of its common stock. Pursuant to the terms
of the transactions, the Company prepaid $125,000 to each dealer
shortly after execution of the transactions, and the Company
agreed to purchase up to $125,000 of its common stock from each
dealer. The aggregate number of shares actually purchased was
determined based on the volume weighted average share price of
the Companys common stock during a specified period of
time, subject to certain provisions that established a minimum
and maximum number of shares that may be repurchased by the
Company. In September 2007, the dealers delivered an aggregate
of 43,367 shares to the Company, which was the minimum
number of shares to be repurchased by the Company. On
November 5, 2007, the Company received approximately 2,774
additional shares from Morgan Stanley & Co.
Incorporated and on November 13, 2007, the Company received
approximately 2,782 additional shares from Credit Suisse, New
York Branch. The total number of shares repurchased under the
program was 48,923, which were retired. No additional shares are
expected to be repurchased pursuant to the collared accelerated
share repurchase program. The effective price per share of all
shares repurchased under the program was $5.11.
The payment of $250,151 was included in the cash flows from
financing activities in the Companys consolidated
statement of cash flow for the year ended December 31, 2007.
|
|
Note 21
|
FAIR
VALUES OF ASSETS AND LIABILITIES
|
On January 1, 2008, the Company adopted a new accounting
standard that defines fair value as the price that would
be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the
measurement date (exit price). The standard establishes a
consistent framework for measuring fair value and expands
disclosure requirements about fair value measurements. The
accounting standard, among other things, requires the Company to
maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value.
105
Fair
Value Hierarchy
The accounting standard discusses valuation techniques, such as
the market approach (comparable market prices), the income
approach (present value of future income or cash flow), and the
cost approach (cost to replace the service capacity of an asset
or replacement cost). The statement utilizes a fair value
hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The
following is a brief description of those three levels:
|
|
|
|
|
Level 1 Valuation is based upon quoted
prices for identical instruments traded in active markets.
|
|
|
|
Level 2 Valuation is based upon quoted
prices for similar instruments in active markets, quoted prices
for identical or similar instruments in markets that are not
active, and model-based valuation techniques for which all
significant assumptions are observable in the market.
|
|
|
|
Level 3 Valuation is generated from
model-based techniques that use significant assumptions not
observable in the market. These unobservable assumptions reflect
our own estimates of assumptions that market participants would
use in pricing the asset or liability. Valuation techniques
include use of option pricing models, discounted cash flows
models and similar techniques.
|
The table below presents the balances of marketable securities
measured at fair value on a recurring basis at December 31,
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
|
$
|
132
|
|
|
$
|
132
|
|
|
$
|
|
|
|
$
|
|
|
Auction-rate securities
|
|
|
5,392
|
|
|
|
|
|
|
|
|
|
|
|
5,392
|
|
Corporate debt securities and other obligations
|
|
|
35,373
|
|
|
|
|
|
|
|
35,373
|
|
|
|
|
|
Deferred compensation plan assets
|
|
|
3,109
|
|
|
|
3,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
44,006
|
|
|
$
|
3,241
|
|
|
$
|
35,373
|
|
|
$
|
5,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below presents the balances of marketable securities
measured at fair value on a recurring basis at December 31,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
|
$
|
165
|
|
|
$
|
165
|
|
|
$
|
|
|
|
$
|
|
|
Auction-rate securities
|
|
|
8,795
|
|
|
|
|
|
|
|
|
|
|
|
8,795
|
|
Corporate debt securities and other obligations
|
|
|
35,618
|
|
|
|
|
|
|
|
35,618
|
|
|
|
|
|
Deferred compensation plan assets
|
|
|
2,971
|
|
|
|
2,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
47,549
|
|
|
$
|
3,136
|
|
|
$
|
35,618
|
|
|
$
|
8,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys investments, with the exception of
auction-rate securities, are classified within Level 1 or
Level 2 of the fair value hierarchy because they are valued
using quoted market prices, broker or dealer quotations, or
alternative pricing sources with reasonable levels of price
transparency. The types of instruments valued based on quoted
market prices in active markets include most
U.S. government and agency securities, sovereign government
obligations, and money market securities. Such instruments are
generally classified within Level 1 of the fair value
hierarchy. The Companys money market securities of $76,917
and $38,032, as of December 31, 2009 and 2008,
respectively, are classified as Level 1 as cash and cash
equivalents on the consolidated balance sheet. The types of
instruments valued based on other observable inputs include
corporate debt securities and other obligations. Such
instruments are generally classified within Level 2 of the
fair value hierarchy.
106
Auction-rate securities are classified within Level 3 as
significant assumptions are not observable in the market. The
total amount of assets measured using Level 3 valuation
methodologies represented less than 1% of total assets as of
December 31, 2009.
In October 2008, the Company accepted an offer from UBS
Financial Services Inc. (UBS) to purchase the
Companys eligible auction-rate securities of $3,150 (book
value) at par value at any time during a two-year time period
from June 30, 2010 to July 2, 2012. As a result of
this offer, the Company expects to sell the securities to UBS at
par value on June 30, 2010. These auction-rate securities
are classified as Level 3. The Company elected to measure
the Put Option under the fair value option and recorded a
corresponding short-term investment as of December 31,
2009, which is included within the auction-rate securities
balance for presentation purposes. As a result of accepting the
offer, the Company reclassified these auction-rate securities
from
available-for-sale
to trading securities.
A summary of the changes in Level 3 assets measured at fair
value on a recurring basis is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
January 1,
|
|
|
Total Unrealized
|
|
|
Sales and Other
|
|
|
December 31,
|
|
|
|
2009
|
|
|
Gains
|
|
|
Settlements
|
|
|
2009
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Auction-rate securities
|
|
$
|
8,795
|
|
|
$
|
22
|
|
|
$
|
(3,425
|
)
|
|
$
|
5,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,795
|
|
|
$
|
22
|
|
|
$
|
(3,425
|
)
|
|
$
|
5,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
January 1,
|
|
|
Total Unrealized
|
|
|
Sales and Other
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Losses
|
|
|
Settlements
|
|
|
2008
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Auction-rate securities
|
|
$
|
29,057
|
|
|
$
|
(530
|
)
|
|
$
|
(19,732
|
)
|
|
$
|
8,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
29,057
|
|
|
$
|
(530
|
)
|
|
$
|
(19,732
|
)
|
|
$
|
8,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Atmel Corporation:
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of operations,
stockholders equity and comprehensive (loss) income, and
cash flows present fairly, in all material respects, the
financial position of Atmel Corporation and its subsidiaries at
December 31, 2009 and December 31, 2008 and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2009 in
conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the
financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the
Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2009,
based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The
Companys management is responsible for these financial
statements and financial statement schedule, for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting, included in Managements Report on
Internal Control over Financial Reporting appearing under
Item 9A. Our responsibility is to express opinions on these
financial statements, on the financial statement schedule and on
the Companys internal control over financial reporting
based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement and whether effective internal control over
financial reporting was maintained in all material respects. Our
audits of the financial statements included examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an
understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/
PricewaterhouseCoopers LLP
San Jose, California
March 1, 2010
108
Schedule II
ATMEL
CORPORATION
VALUATION
AND QUALIFYING ACCOUNTS
For the years ended December 31, 2009, 2008 and
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
Charged
|
|
|
|
Balance at
|
|
|
|
|
Beginning
|
|
(Credited)
|
|
Deductions -
|
|
End
|
|
|
|
|
of Year
|
|
to Expense
|
|
Write-offs
|
|
of Year
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Allowance for doubtful accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009
|
|
$
|
14,996
|
|
|
$
|
(3,066
|
)
|
|
$
|
|
|
|
$
|
11,930
|
|
|
|
|
|
Year ended December 31, 2008
|
|
|
3,111
|
|
|
|
12,330
|
|
|
|
(445
|
)
|
|
|
14,996
|
|
|
|
|
|
Year ended December 31, 2007
|
|
|
3,605
|
|
|
|
(212
|
)
|
|
|
(282
|
)
|
|
|
3,111
|
|
|
|
|
|
109
UNAUDITED
QUARTERLY FINANCIAL INFORMATION
The following tables set forth a summary of the Companys
quarterly financial information for each of the four quarters in
the years ended December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
Year Ended December 31, 2009(1)
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
(In thousands, except per share data)
|
|
|
Net revenues
|
|
$
|
271,493
|
|
|
$
|
284,542
|
|
|
$
|
317,730
|
|
|
$
|
343,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
95,405
|
|
|
|
91,824
|
|
|
|
98,739
|
|
|
|
127,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
3,626
|
|
|
$
|
(12,407
|
)
|
|
$
|
(17,450
|
)
|
|
$
|
(83,267
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in basic net income (loss) per
share calculations
|
|
|
449,685
|
|
|
|
450,891
|
|
|
|
452,322
|
|
|
|
454,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in diluted net income (loss) per
share calculations
|
|
|
456,431
|
|
|
|
450,891
|
|
|
|
452,322
|
|
|
|
454,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
Year Ended December 31, 2008(2)
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
(In thousands, except per share data)
|
|
|
Net revenues
|
|
$
|
411,237
|
|
|
$
|
420,908
|
|
|
$
|
400,008
|
|
|
$
|
334,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
146,054
|
|
|
|
153,526
|
|
|
|
158,009
|
|
|
|
132,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,788
|
|
|
$
|
(4,907
|
)
|
|
$
|
(4,738
|
)
|
|
$
|
(24,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in basic net income per share
calculations
|
|
|
444,670
|
|
|
|
445,793
|
|
|
|
447,013
|
|
|
|
448,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in diluted net income per share
calculations
|
|
|
447,643
|
|
|
|
445,793
|
|
|
|
447,013
|
|
|
|
448,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company recorded charges for grant repayments of
$0.3 million, $0.3 million, $0.2 million and
$0.8 million in the quarters ended December 31, 2009,
September 30, 2009, June 30, 2009 and March 31,
2009, respectively. The Company recorded restructuring charges
of $1 million, $1 million, $2 million and
$2 million in the quarters ended December 31, 2009,
September 30, 2009, June 30, 2009 and March 31,
2009, respectively. The Company recorded loss on sale of assets
of $0.2 million in the quarter ended March 31, 2009.
The Company recorded acquisition-related charges of
$4 million, $4 million, $4 million and
$5 million in the quarters ended December 31, 2009,
September 30, 2009, June 30, 2009 and March 31,
2009, respectively. The Company recorded an asset impairment
charge of $80 million in the quarter ended
December 31, 2009. |
|
|
|
Included in the net loss for the quarter ended December 31,
2009 was an out-of-period adjustment of $10 million to
record income tax expense relating to prior periods, of which
$9 million related to prior years and $1 million
related to prior quarters in 2009. In addition, in the quarter
ended June 30, 2009, the Company recorded an out-of-period
adjustment of $1 million to correct alternative minimum tax
liabilities that were overstated in 2008. As a result of the
additional out-of-period adjustments noted above, income tax
expense for |
110
|
|
|
|
|
the fourth quarter of 2009 totaled $10.5 million. See
Note 12 of Notes to Consolidated Financial Statements for
further discussion. |
|
(2) |
|
The Company recorded charges (credit) for grant repayments of
$0.3 million, $0.3 million, $0.3 million and
$(0.2) million in the quarters ended December 31,
2008, September 30, 2008, June 30, 2008 and
March 31, 2008, respectively. The Company recorded
restructuring charges of $8 million, $27 million,
$9 million and $28 million in the quarters ended
December 31, 2008, September 30, 2008, June 30,
2008 and March 31, 2008, respectively. The Company recorded
gain (loss) on sale of assets of $3 million,
$(1) million and $31 million in the quarters ended
December 31, 2008, June 30, 2008 and March 31,
2008, respectively. The Company recorded acquisition-related
charges of $7 million, $7 million, $7 million and
$4 million in the quarters ended December 31, 2008,
September 30, 2008, June 30, 2008 and March 31,
2008, respectively. The Company recorded asset impairment
charges of $8 million in the quarter ended
September 30, 2008. |
|
|
|
Effective July 1, 2008, the Company entered into agreements
with certain European distributors that allow additional rights,
including future price concessions at the time of resale, price
protection, and the right to return products upon termination of
the distribution agreement. As a result of uncertainties over
finalization of pricing for shipments to these distributors,
revenues and related costs will be deferred until the products
are sold by the distributors to their end customers. The Company
considers that the sale prices are not fixed or
determinable at the time of shipment to these distributors. |
|
|
|
The objective of the conversion to a sell-through
revenue recognition model is to enable the Company to better
manage end-customer pricing, track design registrations for
proprietary products, and improve our visibility into
distribution inventory and sales levels. The Company expects
that this conversion will result in improved operating results
for the Company and its distribution partners in the future.
Management estimates that the impact of this change lowered net
revenues and cost of revenues by $20 million and
$9 million, respectively, in the quarter ended
September 30, 2008, and $6 million and
$4 million, respectively, in the quarter ended
December 31, 2008. |
111
|
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
Not applicable.
|
|
ITEM 9A.
|
CONTROLS
AND PROCEDURES
|
Evaluation
of Effectiveness of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on
Form 10-K,
under the supervision of our Chief Executive Officer and our
Chief Financial Officer, we evaluated the effectiveness of our
disclosure controls and procedures, as such terms are defined in
Rule 13a-15(e)
and
Rule 15d-15(e)
under the Securities and Exchange Act of 1934 (Disclosure
Controls). Based on this evaluation our Chief Executive
Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures were effective as of the end
of the period covered by this Annual Report on
Form 10-K
to ensure that information we are required to disclose in
reports that we file or submit under the Securities and Exchange
Act of 1934 is accumulated and communicated to our management,
including our principal executive and principal financial
officers, as appropriate to allow timely decisions regarding
required disclosure, and that such information is recorded,
processed, summarized and reported within the time periods
specified in SEC rules and forms.
Managements
Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined
in
Rules 13a-15(f)
and
15d-15(f)
under the Securities Exchange Act of 1934). Our internal control
over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief
Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting
as of December 31, 2009. This evaluation was based on the
framework in Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our
assessment using the criteria in Internal Control
Integrated Framework, we concluded that our internal control
over financial reporting was effective as of December 31,
2009.
The effectiveness of our internal control over financial
reporting as of December 31, 2009 has been audited by
PricewaterhouseCoopers LLP, our independent registered public
accounting firm, as stated in their report which appears in
Item 8 of this Annual Report on
Form 10-K.
Limitations
on the Effectiveness of Controls
Our management, including the Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls
or internal control over financial reporting will prevent all
errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not
absolute, assurance that the control systems objectives
will be met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within Atmel have
been detected.
Changes
in Internal Control over Financial Reporting
There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended
December 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
112
|
|
ITEM 9B.
|
OTHER
INFORMATION
|
Not applicable.
PART III
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ITEM 10.
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DIRECTORS,
EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
MATTERS
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Executive
Officers of the Registrant
The executive officers of Atmel, who are elected by and serve at
the discretion of the Board of Directors, and their ages (as of
January 31, 2010), are as follows:
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Name
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Age
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Position
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Steven Laub
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51
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President and Chief Executive Officer and Director
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Tsung-Ching Wu
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59
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Executive Vice President, Office of the President and Director
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Walter Lifsey
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51
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Executive Vice President, Operations
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Stephen Cumming
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39
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Vice President Finance and Chief Financial Officer
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Patrick Reutens
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51
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Senior Vice President, Chief Legal Officer and Secretary
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Jean Vaylet
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62
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Vice President and General Manager, ASIC Segment
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Rod Erin
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61
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Vice President, RF and Automotive and Non-Volatile Memory
Segments
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David McCaman
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52
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Vice President Finance and Chief Accounting Officer
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Steven Laub, Atmels President and Chief Executive
Officer, has served as a director of Atmel since February 2006
and as President and Chief Executive Officer since August 2006.
From 2005 to August 2006, Mr. Laub was a technology partner
at Golden Gate Capital Corporation, a private equity buyout
firm, and the Executive Chairman of Teridian Semiconductor
Corporation, a fabless semiconductor company. From November 2004
to January 2005, Mr. Laub was President and Chief Executive
Officer of Silicon Image, Inc., a provider of semiconductor
solutions. Prior to that time, Mr. Laub spent 13 years
in executive positions (including President, Chief Operating
Officer and member of the Board of Directors) at Lattice
Semiconductor Corporation, a supplier of programmable logic
devices and related software. Prior to joining Lattice
Semiconductor, Mr. Laub was a vice president and partner at
Bain and Company, a global strategic consulting firm.
Mr. Laub holds a degree in economics from the University of
California, Los Angeles, (BA) and a degree from Harvard Law
School (J.D.).
Tsung-Ching Wu has served as a director of Atmel since
1985, as Executive Vice President, Office of the President since
2001, and served as Executive Vice President and General Manager
from January 1996 to January 2001 and as Vice President,
Technology from January 1986 to January 1996. Mr. Wu holds
degrees in electrical engineering from the National Taiwan
University (B.S.), the State University of New York at Stony
Brook (M.S.) and the University of Pennsylvania (Ph.D.).
Walter Lifsey has served as Executive Vice President,
Operations since February 2008 and Senior Vice President,
Operations of Atmel since December 2006. Prior to joining Atmel,
Mr. Lifsey was Executive Vice President of Operations of
International Rectifier Corporation, a semiconductor company,
from April 2002 to December 2006. Prior to International
Rectifier, Mr. Lifsey was Director of Global Marketing and
Planning for AMP Inc., a semiconductor company, and held
Operational and Financial Management positions at TRW
Corporation. Mr. Lifsey holds a degree from the University
of Nevada, Las Vegas (B.A.).
Stephen Cumming has served as Atmels Vice President
Finance and Chief Financial Officer since July 2008. Prior to
joining Atmel, Mr. Cumming was the VP of Business Finance
for Fairchild Semiconductor International Inc., from 2005 to
July 2008, and was responsible for all business unit finance,
corporate financial planning and analysis, manufacturing
finance, and sales and marketing finance. Mr. Cumming
joined Fairchild in 1997 as
113
Controller for its European Sales and Marketing operations,
based in the United Kingdom. From 2000 until 2005, he was
Director of Finance for the Discretes Products Group, based in
San Jose, Prior to joining Fairchild, Mr. Cumming held
various financial management positions at National Semiconductor
Corporation. Mr. Cumming received a degree in business from
the University of Surrey (B.S.), in the United Kingdom, and is a
UK Chartered Management Accountant.
Patrick Reutens has served as Atmels Vice
President, Chief Legal Officer and Secretary since September
2006 and has been Senior Vice President since January 2009.
Previously, he was Chief Legal Officer of Silicon Image, Inc., a
provider of semiconductor and IP solutions, from October 2004 to
September 2006. Prior to that, Mr. Reutens worked at
Immersion Corporation, a developer of tactile feedback
technology and products, serving from October 2003 to September
2004 as Senior Vice President, Corporate Development and Legal
Affairs and from September 2001 to October 2003 as Vice
President, Strategic Relationships and Legal Affairs.
Previously, Mr. Reutens worked at Preview Systems, MIPS
Technologies, Venture Law Group and at Wilson, Sonsini,
Goodrich & Rosati. Mr. Reutens holds a B.Sc. in
Physics from the University of Western Australia, a PhD in
Physics from the University of Chicago and a J.D. from Yale Law
School.
Jean Vaylet has served as Atmels Vice President
since 2000 and is currently also the General Manager of the ASIC
Segment. Prior to joining Atmel, Mr. Vaylet held various
management roles with Thomson TCS, including Vice President of
Thomson TCS Saint-Egrève, Financial and Administrative
Director of EFCIS and most recently as Chairman from 1994 until
2000. Mr. Vaylet holds a degree in Economics Science from
the Université de Droit, Paris.
Rod Erin has served as Atmels Vice President, RF
and Automotive Segment since May 2008, in addition to serving as
Vice President, Non-Volatile Memory Segment since August 2007.
Prior to that, Mr. Erin served as Vice President of
Atmels Advanced Products Group from July 2005 to August
2007. Mr. Erin joined Atmel in 1989 and has held various
management positions in Atmels planning, operational, and
IT organizations. Prior to joining Atmel, Mr. Erin spent
16 years with other semiconductor manufacturing companies,
including Texas Instruments, Inmos, and Honeywell in a variety
of IT management positions. Mr. Erin holds degrees from the
University of Illinois (B.S.E.E and M.B.A).
David McCaman has served as Atmels Vice President
Finance and Chief Accounting Officer since July 2008.
Mr. McCaman joined Atmel in May 2003 as Corporate
Controller, and was promoted to Vice President and Corporate
Controller in March 2006. Previously, Mr. McCaman worked in
finance positions at Electronics for Imaging, KLA-Tencor, and
several networking startup companies. Mr. McCaman received
a B.S. in Accounting from San Jose State University and is
a California Certified Public Accountant.
The other information required by this Item regarding directors,
Section 16 filings, the Registrants Audit Committee
and our Code of Ethics/Standards of Business Conduct is set
forth under the captions Election of Directors,
Section 16(a) Beneficial Ownership Reporting
Compliance and Corporate Governance
Board Meetings and Committees Audit Committee
and Corporate Governance Code of
Ethics/Standards of Business Conduct in the
Registrants definitive proxy statement for the Annual
Meeting of Stockholders (the 2010 Proxy Statement),
and is incorporated herein by reference.
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ITEM 11.
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EXECUTIVE
COMPENSATION
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Information required by this Item regarding compensation of the
Registrants directors and executive officers is set forth
under the captions Executive Compensation,
Executive Compensation Compensation Committee
Report and Compensation Committee Interlocks and
Insider Participation in the 2010 Proxy Statement and is
incorporated herein by reference.
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ITEM 12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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Information required by this Item regarding beneficial ownership
of the Registrants Common Stock by certain beneficial
owners and management of Registrant, as well as equity
compensation plans, is set forth under the
114
captions Security Ownership and Equity
Compensation Plan Information in the 2010 Proxy Statement
and is incorporated herein by reference.
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ITEM 13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
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Information required by this Item regarding certain
relationships and related transactions with management and
director independence is set forth under the caption
Certain Relationships and Related Transactions and
Corporate Governance Independence of
Directors in the 2010 Proxy Statement and is incorporated
herein by reference.
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ITEM 14.
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PRINCIPAL
ACCOUNTING FEES AND SERVICES
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Information required by this Item regarding principal accounting
fees and services is set forth under the caption
Ratification of Appointment of Independent Registered
Public Accounting Firm Fees of
PricewaterhouseCoopers LLP Incurred by Atmel in the 2010
Proxy Statement and is incorporated herein by reference.
PART IV
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ITEM 15.
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EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
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(a) The following documents are filed as part of, or
incorporated by reference into, this Annual Report on
Form 10-K:
1. Financial Statements. See Index to
Consolidated Financial Statements under Item 8 of this
Annual Report on
Form 10-K.
2. Financial Statement Schedules. See Index
to Consolidated Financial Statements under Item 8 of this
Annual Report on
Form 10-K.
3. Exhibits. We have filed, or incorporated
into this Annual Report on
Form 10-K
by reference, the exhibits listed on the accompanying
Exhibit Index immediately following the signature page of
this
Form 10-K.
(b) Exhibits. See Item 15(a)(3) above.
(c) Financial Statement Schedules. See Item 15(a)(2)
above.
115
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Annual Report on
Form 10-K
to be signed on its behalf by the undersigned, thereunto duly
authorized.
ATMEL CORPORATION
Steven Laub
President and Chief Executive Officer
March 1,
2010
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven Laub and
Stephen Cumming, and each of them, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any and all amendments to
this Annual Report on
Form 10-K
and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on
Form 10-K
has been signed by the following persons on March 1, 2010
on behalf of the Registrant and in the capacities indicated:
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Signature
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Title
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/s/ Steven
Laub
Steven
Laub
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President, Chief Executive Officer and Director
(principal executive officer)
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/s/ Stephen
Cumming
Stephen
Cumming
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Vice President Finance and Chief Financial Officer
(principal financial officer)
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/s/ David
McCaman
David
McCaman
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Vice President Finance and Chief Accounting Officer
(principal accounting officer)
|
|
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/s/ Tsung-Ching
Wu
Tsung-Ching
Wu
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Director
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|
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/s/ Dr. Edward
Ross
Dr. Edward
Ross
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Director
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/s/ David
Sugishita
David
Sugishita
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Director
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/s/ Papken
Der Torossian
Papken
Der Torossian
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Director
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/s/ Jack
L. Saltich
Jack
L. Saltich
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Director
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/s/ Charles
Carinalli
Charles
Carinalli
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Director
|
116
EXHIBIT INDEX
|
|
|
|
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3
|
.1
|
|
Restated Certificate of Incorporation of Registrant (which is
incorporated herein by reference to Exhibit 3.2 to the
Registrants Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on February 8, 2010).
|
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3
|
.2
|
|
Amended and Restated Bylaws of Registrant (which is incorporated
herein by reference to Exhibit 3.1 to the Registrants
Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on April 14, 2009).
|
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10
|
.1+
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|
Form of Indemnification Agreement between Registrant and its
officers and directors (which is incorporated herein by
reference to Exhibit 10.4 to the Registrants Annual
Report on
Form 10-K
for the year ended December 31, 1999, Commission File
No. 0-19032).
|
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10
|
.2+
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|
Form of Indemnification Agreement between Registrant and its
officers and directors (which is incorporated herein by
reference to Exhibit 10.7 to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2009, Commission File
No. 0-19032).
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10
|
.3+
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|
1991 Employee Stock Purchase Plan, as amended (which is
incorporated herein by reference to Exhibit 10.6 to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, Commission File
No. 0-19032).
|
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10
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.4+
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|
2005 Stock Plan, as amended (which is incorporated herein by
reference to Exhibit 10.1 to the Registrants Current
Report on
Form 8-K
(Commission File
No. 0-19032)
filed on May 27, 2009).
|
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10
|
.5+
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|
2005 Stock Plan forms of option agreement (which is incorporated
herein by reference to Exhibit 10.2 to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2009, Commission File
No. 0-19032).
|
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10
|
.6+
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|
2005 Stock Plan forms of restricted stock unit agreement (which
is incorporated herein by reference to Exhibit 10.3 to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2009, Commission File
No. 0-19032).
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10
|
.7+
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|
2005 Stock Plan forms of performance restricted stock unit
agreement (which is incorporated herein by reference to
Exhibit 10.4 to the Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2009, Commission File
No. 0-19032).
|
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10
|
.8+
|
|
Description of Amendment of Certain Option Agreements (which is
incorporated herein by reference to Item 5.02 to the
Registrants Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on April 12, 2007).
|
|
10
|
.9+
|
|
Description of Amendment of Certain Option Agreements (which is
incorporated herein by reference to Item 5.02 to the
Registrants Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on April 15, 2008).
|
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10
|
.10+
|
|
Stock Option Fixed Exercise Date Forms (which are incorporated
by reference to Exhibit 10.1 to the Registrants
Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on January 8, 2007 and Exhibit 10.1 to the
Registrants Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on April 15, 2008).
|
|
10
|
.11+
|
|
Amendment and Restatement of Employment Agreement, effective as
of May 31, 2009 and dated as of June 3, 2009, between
Registrant and Steven Laub (which is incorporated herein by
reference to Exhibit 10.5 to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2009, Commission File
No. 0-19032).
|
|
10
|
.12+
|
|
Offer Letter, dated June 16, 2008, between Registrant and
Stephen Cumming (which is incorporated herein by reference to
Exhibit 10.1 to the Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, Commission File
No. 0-19032).
|
|
10
|
.13+
|
|
Description of Fiscal 2009 Executive Bonus Plan (which is
incorporated herein by reference to Item 5.02 to the
Registrants Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on June 23, 2009).
|
|
10
|
.14+
|
|
Change of Control and Severance Plan (which is incorporated
herein by reference to Exhibit 10.6 to the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2009, Commission File
No. 0-19032).
|
|
10
|
.15
|
|
Facility Agreement, dated as of March 15, 2006, by and
among the Registrant, Atmel Sarl, Atmel Switzerland Sarl, the
financial institutions listed therein, and Bank of America,
N.A., as facility agent and security agent (which is
incorporated herein by reference to Exhibit 10.1 to the
Registrants Current Report on
Form 8-K
(Commission File
No. 0-19032)
filed on March 21, 2006).
|
117
|
|
|
|
|
|
10
|
.16
|
|
Facility Agreement Amendment and Waiver, dated November 6,
2009, by and among Atmel SARL, Atmel Corporation, Atmel
Switzerland Sarl and Bank of America, N.A.
|
|
10
|
.17
|
|
Agreement for the Sale and Purchase of Property, dated
October 8, 2007, by and among Atmel North Tyneside Limited,
Atmel Corporation, Highbridge Business Park Limited and
Highbridge Properties Plc (which is incorporated herein by
reference to Exhibit 10.14 to the Registrants Annual
Report on
Form 10-K
for the year ended December 31, 2007, Commission File
No. 0-19032).
|
|
10
|
.18
|
|
Agreement for the Sale and Purchase of Certain Assets, dated
October 8, 2007, by and among Atmel North Tyneside Limited,
Atmel Corporation, and Taiwan Semiconductor Manufacturing
Company Limited (which is incorporated herein by reference to
Exhibit 10.15 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007, Commission File
No. 0-19032).
|
|
10
|
.19
|
|
Agreement in Relation to the Removal of Equipment, dated
October 8, 2007, by and among Atmel North Tyneside Limited,
Atmel Corporation, Highbridge Business Park Limited, Highbridge
Properties Plc., and Taiwan Semiconductor Manufacturing Company
Limited (which is incorporated herein by reference to
Exhibit 10.16 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007, Commission File
No. 0-19032).
|
|
10
|
.20*
|
|
Share Purchase Agreement, dated February 6, 2008, by and
among Atmel Corporation, Atmel UK Holdings Limited, QRG Limited
and Mr. Harald Phillip (which is incorporated herein by
reference to Exhibit 10.1 to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, Commission File
No. 0-19032).
|
|
21
|
.1
|
|
Subsidiaries of Registrant.
|
|
23
|
.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm.
|
|
24
|
.1
|
|
Power of Attorney (included on the signature pages hereof).
|
|
31
|
.1
|
|
Certification of Chief Executive Officer pursuant to Securities
Exchange Act
Rules 13a-14(a)
and 15d-14(a).
|
|
31
|
.2
|
|
Certification of Chief Financial Officer pursuant to Securities
Exchange Act
Rules 13a-14(a)
and 15d-14(a).
|
|
32
|
.1
|
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.2
|
|
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
+ |
|
Indicates management compensatory plan, contract or arrangement. |
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* |
|
Portions of this exhibit have been omitted pursuant to a request
for confidential treatment granted by the Commission. |
118