-----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, UbVxZubvpmpH5+zu+JSUR+H/Un9mnvpv8zy7rbm3+BaaFG7zf+6v528oA4b7DMoB ypeSp5xpI5W5v69bswTUkg== 0001157523-04-005189.txt : 20040525 0001157523-04-005189.hdr.sgml : 20040525 20040525165017 ACCESSION NUMBER: 0001157523-04-005189 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040525 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040525 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: 04830340 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 a4648658.txt SEMTECH CORPORATION 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: May 25, 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 May 25, 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 May 25, 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 May 25, 2004, the Registrant issued a press release announcing its financial results for the first quarter of fiscal year 2005 that ended April 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: May 25, 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 May 25, 2004. EX-99.1 2 a4648658ex991.txt SEMTECH CORPORATION EXHIBIT 99.1 Exhibit 99.1 Semtech First Quarter Sales up 12 Percent Sequentially; Sales up 41 Percent and Net Income up 79 Percent over Prior Year Period CAMARILLO, Calif.--(BUSINESS WIRE)--May 25, 2004-- Outlook for 7 to 10 Percent Sequential Sales Growth Semtech Corporation (Nasdaq:SMTC), a leading producer of high performance analog and mixed-signal semiconductors, today announced that net sales and income for its first quarter of fiscal year 2005 increased significantly over the fourth quarter and prior year period. Gross margin for the first quarter of fiscal year 2005 was a record 59.4 percent. Net sales for the first quarter that ended April 25, 2004 were $61.9 million, up from $44.0 million in the prior year first quarter. Net income for the first quarter of fiscal year 2005 was $14.8 million or 19 cents per diluted share, up from $8.3 million or 11 cents per diluted share in the prior year period. Net income in the first quarter of fiscal year 2005 represented a 24 percent after-tax margin. The growth in net sales, operating income and earnings per share for the quarter exceeded the Company's previous forecast. Sales for all five of Semtech's strategic product lines increased in the first quarter of fiscal year 2005 compared to the fourth quarter and prior year period. New orders in the first quarter grew faster than net sales and represented the second highest bookings quarter in the Company's history. Demand remained strong across the major end-markets of computing, communications and industrial. Based on beginning backlog and confirmed design wins, the Company expects sales growth across all major end-markets and product lines in the second quarter of fiscal year 2005. Power Management products represented 53 percent of sales in the first quarter. Demand was strong for power products used in cellular phones, desktop computers, graphics and in the emerging areas of networking and industrial. Orders for Protection products, which are used in a diverse range of portable, broadband and networking systems, were up 64 percent over the same period last year. Shipments of Protection products were up 51 percent over last year. Jason Carlson, Semtech's President and Chief Executive Officer commented, "Semtech's business remains strong across all major markets and product lines. Our leadership in Portable Power Management and Protection products is driving sales in many different portable applications. New product development, including out of the Human Input Device (HID) product line, has increased Semtech's available content in key applications like feature-rich cellular phones, notebook computers and portable devices. The HID product line doubled its orders in the first quarter over the fourth quarter due to several programs at major OEMs." Mr. Carlson added, "Strength outside of portable applications is apparent in the greater than 25 percent sequential growth in the end-markets of communications infrastructure, industrial and military. Networking and industrial have been focus areas for sales efforts in the last two years." Design wins secured in the first three months of fiscal year 2005 have the potential for more than $80 million of annual revenue. Telecom and networking applications represented 17 percent of total design win dollars, the second largest end-market segment for design wins after portable electronics. Semtech ended the first quarter of fiscal year 2005 with $278.9 million of cash and investments and no long-term debt. The Company spent $3.1 million on the repurchase of common stock in the first three months of the fiscal year. Second Quarter Outlook Semtech estimates that net sales for the second quarter of fiscal year 2005 will be up 7 to 10 percent over the first quarter. Turns orders (orders received and shipped in the same quarter) of approximately 30 percent are required to achieve this forecast. Gross margin and operating income are expected to increase. Earnings in the second quarter are forecasted to be 21 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 cellular phones, personal computers and automated test equipment, demand for semiconductor devices in general, demand for the Company's products in particular, competitors' actions, supply from key third-party silicon wafer foundries and assembly contractors, manufacturing costs and yields, relations with strategic customers, 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 April 25, April 27, 2004 2003 (Unaudited) (Unaudited) Net sales $61,893 $44,017 Cost of sales 25,111 19,160 Gross profit 36,782 24,857 Operating costs and expenses: Selling, general and administrative 10,341 8,946 Product development and engineering 7,907 7,825 Total operating costs and expenses 18,248 16,771 Operating income 18,534 8,086 Interest and other income, net 894 2,792 Income before taxes 19,428 10,878 Provision for taxes 4,663 2,611 Net income $14,765 $8,267 ======================= Earnings per share: Basic $0.20 $0.11 Diluted $0.19 $0.11 Weighted average number of shares: Basic 74,226 73,236 Diluted 78,819 76,522 Notes regarding Consolidated Statements of Income: 1.) In the three month period ended April 25, 2004, $297,000 of previously written-off inventory was sold. In the three month period ended April 27, 2003, $484,000 of previously written-off inventory was sold. 2.) "Interest and other income, net" includes a gain on the repurchase of convertible subordinated notes of $2.8 million in the three month period ended April 27, 2003. SEMTECH CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) April 25, January 25, 2004 2004 (Unaudited) Assets Current assets: Cash and cash equivalents $66,115 $96,314 Temporary investments 90,378 93,044 Receivables, less allowances 22,339 20,362 Inventories 23,880 22,166 Income taxes refundable 5,795 5,795 Deferred income taxes 4,650 5,212 Other current assets 8,431 3,062 Total current assets 221,588 245,955 Property, plant and equipment, net 51,819 49,579 Investments, maturities in excess of 1 year 122,412 86,119 Deferred income taxes 25,199 25,552 Other assets 1,884 1,268 Total Assets $422,902 $408,473 =========== =========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $13,822 $8,554 Accrued liabilities 7,808 16,894 Income taxes payable 2,117 1,699 Deferred revenue 3,097 1,689 Other current liabilities - 27 Total current liabilities 26,844 28,863 Other long-term liabilities 615 - Total Stockholders' equity 395,443 379,610 Total Liabilities and Stockholders' Equity $422,902 $408,473 =========== =========== CONTACT: Semtech Corporation John Baumann, 805-480-2010 (Investor Relations) -----END PRIVACY-ENHANCED MESSAGE-----