-----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, NLV0tlvYBD4SiJA7s5vwAS20Pc9MU+Rbf6VGWWyPmGxvUmri/C4JBABiviW2tUtf SrIecMZmLrEwY+x3kWEiEQ== 0001157523-04-001740.txt : 20040224 0001157523-04-001740.hdr.sgml : 20040224 20040224162318 ACCESSION NUMBER: 0001157523-04-001740 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040224 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040224 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: 04625169 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 a4580126.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: February 24, 2004 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 February 24, 2004. (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 February 24, 2004, 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 February 24, 2004, the Registrant issued a press release announcing its financial results for the fiscal quarter and year ended January 25, 2004. 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: February 24, 2004 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 Feb. 24, 2004. EX-99.1 3 a4580126ex99.txt EXHIBIT 99.1 Exhibit 99.1 Semtech Fourth Quarter Sales up 15 Percent Sequentially CAMARILLO, Calif.--(BUSINESS WIRE)--Feb. 24, 2004--Semtech Corporation (Nasdaq: SMTC): -- Earnings Per Share of 16 Cents Exceeds Prior Forecast -- 7 to 10 Percent Sequential Sales Growth Forecasted for the First Quarter Semtech Corporation (Nasdaq: SMTC), a leading producer of high performance analog and mixed-signal semiconductors, today announced that net sales for its fourth quarter of fiscal year 2004 increased 15 percent compared to the third quarter. Gross margin, operating income and earnings per share for the quarter all improved ahead of the Company's previous forecast. Net sales for the fourth quarter that ended January 25, 2004 were $55.4 million, up 24 percent from $44.5 million in the prior year fourth quarter. Net income for the fourth quarter of fiscal year 2004 was $12.5 million or 16 cents per diluted share. Gross margin was 58.6 percent in the fourth quarter of fiscal year 2004. Net sales for all of fiscal year 2004 were $192.1 million and net income was $32.5 million or 42 cents per diluted share. In fiscal year 2003, net sales were $193.0 million and net income was $34.2 million or 44 cents per diluted share. Interest and other income/expense for both years include gains related to the Company's repurchase of convertible subordinated debentures. Fiscal year 2004 includes the expense of calling the remaining outstanding convertible subordinated debentures. New orders in the fourth quarter of fiscal year 2004 increased 11 percent compared to the prior quarter. This follows a 23 percent increase in orders in the third quarter over the second quarter. For the full year, new orders were up 19 percent over the prior year. The strength in both shipments and orders during the fourth quarter of fiscal year 2004 was driven by Power Management products used in cellular phones, Test and Measurement products sold to automated test equipment (ATE) customers, and Protection products for networking and broadband applications. For all of fiscal year 2004, sales of Portable Power Management products increased 81 percent compared to the prior fiscal year. Jason Carlson, Semtech's President and Chief Executive Officer commented, "The 15 percent sequential sales growth in the fourth quarter and outlook for healthy growth in the coming quarter speak for themselves. Semtech's strong position in feature-rich cell phones is being complemented by diversification into other high-end consumer applications, like HDTV, set-top-boxes and digital still cameras. Demand out of the capital goods markets, principally ATE and enterprise-level communications equipment, has also benefited the results." New product development and design win data suggests continued strength in cellular phones, notebook computers, communications equipment and other portable devices in the coming year. Semtech ended fiscal year 2004 free of long-term debt and with $275.5 million of cash and investments, having added $15.2 million in the fourth quarter. The Company spent $3.0 million on the repurchase of common stock in the last three months of the year. For the year, $79.4 million was used to buy back common stock and convertible subordinated debentures. First Quarter Outlook Semtech estimates that net sales for the first quarter of fiscal year 2005 will be up 7 to 10 percent over the fourth quarter. Turns orders (orders received and shipped in the same quarter) of approximately 32 percent are required to achieve this forecast. Gross margin and operating income should improve. Earnings in the first quarter are forecasted to be 17 or 18 cents per diluted share. 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 strategic customers, supply from key third-party silicon wafer foundries and assembly contractors, 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 Twelve Months Ended January 25, January 26, January 25, January 26, 2004 2003 2004 2003 Net sales $55,381 $44,531 $192,079 $192,958 Cost of sales 22,903 19,514 81,332 83,097 Gross profit 32,478 25,017 110,747 109,861 Operating costs and expenses: Selling, general and administrative 9,762 8,408 37,207 34,426 Product development and engineering 7,536 7,627 30,371 31,336 One-time costs - 12,000 - 13,202 Total operating costs and expenses 17,298 28,035 67,578 78,964 Operating income (loss) 15,180 (3,018) 43,169 30,897 Interest and other (expense) income, net 1,305 1,819 (451) 15,187 Income (loss) before taxes 16,485 (1,199) 42,718 46,084 Provision (benefit) for taxes 3,956 (1,261) 10,252 11,903 Net income $12,529 $62 $32,466 $34,181 ======== ======== ========= ========= Earnings per share: Basic $0.17 $0.00 $0.44 $0.47 Diluted $0.16 $0.00 $0.42 $0.44 Weighted average number of shares: Basic 73,941 73,056 73,570 73,013 Diluted 78,736 76,243 77,504 77,789 Notes regarding Consolidated Statements of Income: 1.) In the twelve month period ended January 25, 2004, $1.4 million of previously written-off inventory was sold. In the twelve month period ended January 26, 2003, $1.3 million of previously written-off inventory was sold. 2.) "Interest and other (expense) income, net" includes a $6.8 million charge for the calling of the Company's convertible subordinated notes in the twelve month period ended January 25, 2004. 3.) "Interest and other (expense) income, net" includes a gain on the repurchase of convertible subordinated notes of $2.9 million in the twelve month period ended January 25, 2004 and a gain of $12.7 million in the twelve month period ended January 26, 2003. SEMTECH CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) January 25, January 26, 2004 2003 (Unaudited) Assets Current assets: Cash and cash equivalents $96,314 $137,041 Temporary investments 93,044 273,382 Receivables, less allowances 20,362 17,676 Inventories 22,166 16,351 Income taxes refundable 5,796 - Deferred income taxes 5,212 11,731 Other current assets 3,062 2,267 Total current assets 245,956 458,448 Property, plant and equipment, net 49,578 51,547 Investments, maturities in excess of 1 year 86,119 78,624 Deferred income taxes 25,552 27,143 Other assets 1,268 4,784 Total Assets $408,473 $620,546 =========== =========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $8,554 $5,725 Accrued liabilities 16,894 26,596 Income taxes payable 1,699 3,593 Deferred revenue 1,689 1,583 Other current liabilities 27 39 Total current liabilities 28,863 37,536 Long-term debt - 241,570 Total Stockholders' equity 379,610 341,440 Total Liabilities and Stockholders' Equity $408,473 $620,546 =========== ============== CONTACT: Semtech Corporation John Baumann, 805-480-2010 -----END PRIVACY-ENHANCED MESSAGE-----