-----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, SSRy01xlNtpbGm+NEufdjM4X0MiNzcZC19FuLcVuKUCcB0BM7zWWLLgxivoE/6a0 CR9RSPURqw33YgVU9i6nFQ== 0001157523-04-008093.txt : 20040824 0001157523-04-008093.hdr.sgml : 20040824 20040824163945 ACCESSION NUMBER: 0001157523-04-008093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040824 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040824 DATE AS OF CHANGE: 20040824 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: 04994503 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 a4707753.txt SEMTECH 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 24, 2004 --------------- Semtech Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-6395 95-2119684 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer 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) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition --------------------------------------------- On August 24, 2004, the Registrant issued a press release announcing its financial results for the fiscal quarter ended July 25, 2004. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item 2.02 (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 2.02 (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 2.02 in such filing. Item 7.01. Regulation FD Disclosure ------------------------ On August 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 7.01 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 7.01 (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 7.01 in such filing Item 9.01. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits -------- Exhibit 99.1 Press Release of the Registrant dated August 24, 2004. (This Exhibit 99.1 is being furnished and shall not be deemed "filed" as set forth in Items 2.02 and 7.01 hereof.) The information contained in Exhibit 99.1 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 Exhibit 99.1 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 Exhibit 99.1 in such filing. 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 24, 2004 SEMTECH CORPORATION By: /s/ David G. Franz, Jr. ------------------------- David G. Franz, Jr. Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description of Document - -------------- ----------------------- 99.1 Press Release of the Registrant dated August 24, 2004 EX-99.1 2 a4707753ex99.txt SEMTECH EXHIBIT 99.1 Exhibit 99.1 Semtech Second Quarter Sales up 10 Percent Sequentially; Record Gross Margin Achieved in the Quarter CAMARILLO, Calif.--(BUSINESS WIRE)--Aug. 24, 2004-- Greater Than 1:1 Book-to-Bill Ratio SEMTECH CORPORATION (Nasdaq:SMTC), a leading producer of high performance analog and mixed-signal semiconductors, today announced that net sales and net income for its second quarter that ended July 25, 2004 were up significantly over the first quarter and the prior year period. Operating income was 31 percent of net sales in the second quarter and net income represented a 26 percent after-tax-margin. Semtech generated $21.4 million of operating cash flow in the second quarter and spent $13.0 million to buy back 619,000 shares of its common stock. Net sales for the second quarter of fiscal year 2005 were $68.3 million, up 53 percent from $44.6 million in the prior year second quarter. As a result of higher sales and record gross margin, net income for the second quarter of fiscal year 2005 was $17.4 million or 22 cents per diluted share. Net income for the second quarter of last year was $2.4 million or 3 cents per diluted share, which included 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. For the first six months of fiscal year 2005, net sales were up 47 percent to $130.2 million and net income nearly tripled to $32.2 million or 41 cents per diluted share. Net sales in the first six months of fiscal year 2004 were $88.6 million and net income was $10.7 million or 14 cents per share. New orders in the second quarter of fiscal year 2005 exceeded shipments for the period, resulting in a book-to-bill ratio of greater than 1:1. The strongest growth came from the Company's timing and synchronization or SETS product line used in high-speed communications, which saw new orders grow 32 percent over the first quarter. The Human Input Device (HID) unit also saw meaningful order growth, due in part to a new design win for the MicroBuddy(R) device being used in a high volume digital video recorder. Net sales were up 10 percent sequentially in the second quarter of fiscal year 2005 compared to the first quarter, driven by growth in Power Management, HID, SETS, and Protection products. Shipments of Semtech's two largest product lines, Power Management and Protection, are both up more than 50 percent compared to the prior year period. The expansion in sales reflected ongoing demand tied to cellular handsets and consumer electronics, as well as a modest recovery in the computer segment. Jason Carlson, Semtech's President and Chief Executive Officer commented, "I was most pleased with the new orders and shipment levels achieved by our SETS product line in the second quarter. The emerging product lines of SETS and HID have been areas of investment by Semtech for more than 4 years. In the case of SETS, we are penetrating a relatively new end-market for Semtech, where HID represents increased content in portable applications we are already supporting." Third Quarter Outlook Semtech estimates that net sales for the third quarter that ends October 31, 2004 will be up 3 to 5 percent over the second quarter. Turns orders (orders received and shipped in the same quarter) of approximately 32 percent are required to achieve this forecast. Earnings in the third quarter are forecasted to be 23 cents per diluted share. Per the Company's fiscal calendar, the third quarter of fiscal year 2005 will be a 14-week quarter. 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 Six Months Ended July 25, July 27, July 25, July 27, 2004 2003 2004 2003 (Unaudited)(Unaudited)(Unaudited)(Unaudited) Net sales $68,305 $44,569 $130,198 $88,586 Cost of sales 27,470 19,039 52,581 38,199 Gross profit 40,835 25,530 77,617 50,387 Operating costs and expenses: Selling, general and administrative 11,323 9,228 21,664 18,174 Product development and engineering 8,435 7,477 16,342 15,302 Total operating costs and expenses 19,758 16,705 38,006 33,476 Operating income 21,077 8,825 39,611 16,911 Interest and other income (expense), net 1,288 (5,651) 2,182 (2,859) Income before taxes 22,365 3,174 41,793 14,052 Provision for taxes 4,946 762 9,609 3,373 Net income $17,419 $2,412 $32,184 $10,679 ========== ========== ========== =========== Earnings per share: Basic $0.23 $0.03 $0.43 $0.15 Diluted $0.22 $0.03 $0.41 $0.14 Weighted average number of shares: Basic 74,452 73,411 74,339 73,326 Diluted 78,658 76,985 78,737 76,745 Notes regarding Consolidated Statements of Income: 1.) In the six month period ended July 25, 2004, $364,000 of previously written-off inventory was sold. In the six month period ended July 27, 2003, $792,000 of previously written-off inventory was sold. 2.) "Interest and other income (expense), 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. 3.) "Interest and other income (expense), net" includes a gain on the repurchase of convertible subordinated notes of $2.9 million in the six month period ended July 27, 2003. SEMTECH CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) July 25, January 25, 2004 2004 (Unaudited) Assets Current assets: Cash and cash equivalents $62,776 $96,314 Temporary investments 100,325 93,044 Receivables, less allowances 25,028 20,362 Inventories 29,335 22,166 Income taxes refundable 5,795 5,795 Deferred income taxes 4,897 5,212 Other current assets 9,341 3,062 Total current assets 237,497 245,955 Property, plant and equipment, net 55,691 49,579 Investments, maturities in excess of 1 year 119,815 86,119 Deferred income taxes 24,092 25,552 Other assets 4,055 1,268 Total Assets $441,150 $408,473 =========== ============== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $18,845 $8,554 Accrued liabilities 10,752 16,894 Income taxes payable 2,537 1,699 Deferred revenue 3,312 1,689 Other current liabilities - 27 Total current liabilities 35,446 28,863 Other long-term liabilities 1,072 - Total Stockholders' equity 404,632 379,610 Total Liabilities and Stockholders' Equity $441,150 $408,473 =========== ============== CONTACT: Semtech Corporation John Baumann, 805-480-2010 -----END PRIVACY-ENHANCED MESSAGE-----