-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MoHqYhmZCUmYJ0vsubs/KeyUw38ekYqX7z5xdAnkfO/tb8qfbsOFhCZUbUCs1qQF C8LeDTiF6ZRgWfkhOFIeeQ== 0001157523-03-004499.txt : 20030826 0001157523-03-004499.hdr.sgml : 20030826 20030826163547 ACCESSION NUMBER: 0001157523-03-004499 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030826 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMTECH CORP CENTRAL INDEX KEY: 0000088941 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952119684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06395 FILM NUMBER: 03866882 BUSINESS ADDRESS: STREET 1: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 BUSINESS PHONE: 8054982111 MAIL ADDRESS: STREET 1: 200 FLYNN ROAD STREET 2: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 8-K 1 a4461296.txt SEMTECH 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 26, 2003 Semtech Corporation (Exact name of registrant as specified in its charter) Delaware 1-6395 95-2119684 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 200 Flynn Road Camarillo, California 93012-8790 (Address of Principal Executive Offices) (Zip Code) (805) 498-2111 (Registrant's telephone number, including area code) -1- Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits Exhibit 99.1 Press Release of the Registrant dated August 26, 2003. (This Exhibit 99.1 is being furnished and shall not be deemed "filed" as set forth in Items 9 and 12 hereof.) Item 9. Regulation FD Disclosure ------------------------ On August 26, 2003, the Registrant issued a press release containing forward looking statements, including with respect to its future performance and financial results. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item 9 (including the exhibit hereto) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 9 (including the exhibit hereto) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to this Item 9 in such filing Item 12. Results of Operation and Financial Condition -------------------------------------------- On August 26, 2003, the Registrant issued a press release announcing its financial results for the fiscal quarter ended July 27, 2003. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item 12 (including the exhibit hereto) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 12 (including the exhibit hereto) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to this Item 12 in such filing. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 26, 2003 SEMTECH CORPORATON By: /s/ David G. Franz, Jr. ---------------------------------- David G. Franz, Jr. Chief Financial Officer -3- INDEX TO EXHIBITS Exhibit Number Description of Document - -------------- ----------------------- 99.1 Press Release of the Registrant dated August 26, 2003 EX-99 3 a4461296ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Semtech Announces Second Quarter Results; Operating Income Up 9 Percent, Exceeding Forecast; New Orders Up 7 Percent; Jason Carlson to Become CEO, Board Member CAMARILLO, Calif.--(BUSINESS WIRE)--Aug. 26, 2003--Semtech Corporation (Nasdaq:SMTC), a leading producer of high performance analog and mixed-signal semiconductors, today announced results for its fiscal year 2004 second quarter that ended July 27, 2003 and the promotion of Jason Carlson effective October 6, 2003. Net sales for the second quarter of fiscal year 2004 were $44.6 million, an increase of 1 percent compared to the net sales of $44.0 million for first quarter of fiscal year 2004. Earnings per diluted share under generally accepted accounting principles (GAAP) were 3 cents on net income of $2.4 million. Earnings for the second quarter include a pre-tax charge of $6.8 million or net-of-tax 7 cents per diluted share impact related to the Company's calling of its convertible subordinated notes. Gross margin was 57.3 percent in the second quarter of fiscal year 2004, up from 56.5 percent in the first quarter. Operating income was up 9 percent over the previous quarter. The growth in operating income, which exceeded forecast, was driven by sales of higher margin products. Sales for the first six months of fiscal year 2004 were $88.6 million and net income was $10.7 million or 14 cents per diluted share. For the first six months of fiscal year 2003, net sales were $101.3 million and net income was $21.1 million or 27 cents per diluted share. New orders in the second quarter of fiscal year 2004 were up 7 percent over the prior quarter, resulting in a book-to-bill ratio that was above one. New orders were particularly strong out of the industrial and communications end-markets. Demand from the notebook segment of the computer market remained strong. Jack Poe, Semtech's Chairman and Chief Executive Officer, commented, "Demand for the Company's Test and Measurement products improved during the quarter ahead of expectations. In the area of Portable Power Management, this product line represented 38 percent or approximately $26.0 million of new design dollars in the quarter. Portable Power Management sales in the coming quarter are forecasted to be up approximately 100 percent compared to the prior year period." Third Quarter Outlook Jason Carlson, Semtech's President and Chief Operating Officer, said, "Order activity in the second quarter supports our belief that solid shipment growth can be achieved in the third quarter. We expect seasonal strength out of the computer and wireless markets and a cyclical recovery in the ATE end-market. In addition, the newer product lines of Human Input Devices, Networking/Industrial Power Management and Advanced Communications are expected to grow faster than the overall Company in the second half of fiscal year 2004." Based on the strong order rates in the second quarter and so far in August, Semtech estimates that net sales for the third quarter of fiscal year 2004 will be up 4 to 6 percent over the second quarter. Turns orders (orders received and shipped in the same quarter) of approximately 52 percent are required to achieve this forecast. Gross margin and operating income are forecasted to improve. Interest and other income is expected to be approximately $1.0 million. Earnings per diluted share in the third quarter are forecasted to be 11 cents. Jason Carlson Promotion Semtech announced that Jason Carlson has been promoted to President and Chief Executive Officer, effective October 6, 2003. Mr. Carlson will also become a member of the Company's board of directors. Jack Poe, Semtech's current Chief Executive Officer, will continue in his role as Chairman of the Board. Mr. Carlson was hired as President and Chief Operating Officer of Semtech in November 2002. He has nearly twenty years of semiconductor experience, including several senior positions in the audio and video market segments. Strong Balance Sheet and Ongoing Buyback On July 18, 2003 Semtech called the remaining $165.0 million of its outstanding convertible subordinated notes resulting in a pre-tax charge of $6.8 million or net-of-tax 7 cents per diluted share impact. The Company ended the second quarter with $245.8 million of cash and marketable securities and no long-term debt. Semtech bought approximately $900,000 of common stock in the second quarter under its current buyback program and there remains $19.2 million authorized for additional stock purchases. About Semtech Semtech Corporation is a leading supplier of analog and mixed-signal semiconductors used in a wide range of computer, industrial and communication applications. Safe Harbor Provision Statements contained in this release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including projections and forecasts for revenue and gross margin, involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include worldwide economic and political conditions, the timing and duration of semiconductor market upturns or downturns, demand for personal computers, cellular phones and automated test equipment, demand for semiconductor devices in general, competitors' actions, relations with large strategic customers and suppliers, manufacturing costs and yields, demand for the Company's products in particular, and risks associated with the businesses of major customers. Other factors that may cause actual results to differ from the forward-looking statements contained in this press release and that may affect the Company's prospects in general are described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect subsequent events or changed assumptions or circumstances. SEMTECH CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands - except per share amounts) Three Months Ended Six Months Ended July 27, July 28, July 27, July 28, 2003 2002 2003 2002 Net sales $44,569 $52,071 $88,586 $101,259 Cost of sales 19,039 21,739 38,199 42,847 Gross profit 25,530 30,332 50,387 58,412 Operating costs and expenses: Selling, general and administrative 9,228 8,816 18,174 17,228 Product development and engineering 7,477 8,273 15,302 15,797 Total operating costs and expenses 16,705 17,089 33,476 33,025 Operating income 8,825 13,243 16,911 25,387 Interest and other (expense) income, net (5,651) 1,540 (2,859) 2,719 Income before provision for taxes 3,174 14,783 14,052 28,106 Provision for taxes 762 3,696 3,373 7,027 Net income $2,412 $11,087 $10,679 $21,079 ======== ======== ======== ========= Earnings per share: Basic $0.03 $0.15 $0.15 $0.29 Diluted $0.03 $0.14 $0.14 $0.27 Weighted average number of shares: Basic 73,411 73,348 73,326 73,014 Diluted 76,985 78,627 76,745 78,796 Notes regarding Consolidated Statements of Income: 1.) "Interest and other (expense) income, net" includes a $6.8 million charge for the calling of the Company's convertible subordinated notes in the three and six month periods ended July 27, 2003. 2.) In the six month period ended July 27, 2003, $792,000 of previously written-off inventory was sold and $644,000 of previously written-off inventory was sold in the six month period ended July 28, 2002. 3.) "Interest and other (expense) income, net" includes a gain on the repurchase of convertible subordinated notes of $2.9 million in the six month period ended July 27, 2003 and a gain of $569,000 in the six month period ended July 28, 2002. SEMTECH CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) April 27, January 26, 2003 2003 (Unaudited) Assets Current assets: Cash and cash equivalents $72,007 $137,041 Temporary investments 154,425 273,382 Receivables, less allowances 22,722 17,676 Inventories 18,348 16,351 Income taxes refundable 5,795 - Deferred income taxes 5,461 11,731 Other current assets 3,314 2,267 Total current assets 282,072 458,448 Property, plant and equipment, net 49,938 51,547 Investments, maturities in excess of 1 year 19,382 78,624 Deferred income taxes 25,753 27,143 Other assets 552 4,784 Total Assets $377,697 $620,546 ========== ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $9,626 $5,725 Accrued liabilities 13,070 26,596 Income taxes payable 1,490 3,593 Deferred revenue 1,275 1,583 Other current liabilities 51 39 Total current liabilities 25,512 37,536 Long-term debt - 241,570 Total Stockholders' equity 352,185 341,440 Total Liabilities and Stockholders' Equity $377,697 $620,546 ========== ========= CONTACT: Semtech Corporation John Baumann, 805-480-2010 (Investor Relations) -----END PRIVACY-ENHANCED MESSAGE-----