-----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, B47uuY1/oDKbU8xbnPXcz+8ZUGsLIjPno7HuFRg9M/kyDB4hJMuLVw+c+6oVLPfz 168i8IjiSSupeXS8HTOtIw== 0001157523-05-002063.txt : 20050301 0001157523-05-002063.hdr.sgml : 20050301 20050301163835 ACCESSION NUMBER: 0001157523-05-002063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050301 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050301 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: 05650762 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 a4833275.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) March 1, 2005 ------------------------- 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 March 1, 2005, the Registrant issued a press release announcing its financial results for the fiscal quarter ended January 30, 2005. 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 March 1, 2005, 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 March 1, 2005. (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: March 1, 2005 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 March 1, 2005 EX-99.1 2 a4833275ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Semtech Announces Fourth Quarter Results; Net Sales Grew 32 Percent in Fiscal Year 2005, Net Income up 81%; Eighteenth Consecutive Year of Positive Operating Cash Flow CAMARILLO, Calif.--(BUSINESS WIRE)--March 1, 2005--SEMTECH CORPORATION (NASDAQ:SMTC), a leading producer of high performance analog and mixed-signal semiconductors, today announced financial results for its fourth quarter and fiscal year 2005 that ended January 30, 2005. Per the Company's fiscal calendar, fiscal year 2005 was a fifty-three week year, with the third quarter being a fourteen week quarter. Net sales for the fourth quarter of fiscal year 2005 were $58.4 million, up 6 percent from the prior year fourth quarter and down 10 percent sequentially from the third quarter. Net income for the fourth quarter was $12.1 million or 16 cents per diluted share, which was comparable to net income of $12.5 million or 16 cents per diluted share in the prior year period. In the three months ended January 30, 2005, the Company reduced its inventory by $5.0 million or 17 percent. Net sales for all of fiscal year 2005 increased 32 percent over fiscal year 2004. Net income for fiscal year 2005 was $58.9 million or 75 cents per diluted share, up 81 percent from the prior year. Operating margin for fiscal year 2005 was 28 percent. Fiscal year 2005 represented Semtech's eighteenth consecutive year of positive operating cash flow. Operating cash flow was approximately $15.0 million in the fourth quarter of fiscal year 2005 and $70.0 million for the full year. The Company spent $11.0 million in the fourth quarter to buy back 550,000 shares of its common stock. New orders in the fourth quarter of fiscal year 2005 were up slightly from the third quarter, but were less than fourth quarter shipments. Orders were strongest in the area of Protection Products, which grew 13 percent sequentially in the fourth quarter. Distributors and end-customers have reduced their inventory levels, yet continue to order product with very short delivery request dates. Semtech expects new orders to grow sequentially in the first quarter of fiscal year 2006. Jason Carlson, Semtech's President and Chief Executive Officer, commented, "Despite waning demand in the second half, fiscal year 2005 was an impressive growth year for Semtech. Net sales grew 32 percent, net income increased 81 percent and the net after-tax margin was 23 percent. Operating cash flow increased 96 percent and Semtech spent more than 5 times as much on stock buybacks in fiscal year 2005 than in the prior year." Mr. Carlson added, "The ongoing inventory correction that has impacted the electronics supply chain led Semtech to reduce its inventory levels in the fourth quarter. While the Company's aggressive reduction in inventory, and related lower overhead utilization rates, negatively impacted the operating margin in the fourth quarter, we enter the new fiscal year with a comfortable level of inventory. We expect demand should improve as the year progresses, especially in the seasonally stronger second half." The Company introduced 24 new products in the fourth quarter, including 7 out of the emerging Networking and Industrial Power Management product line. Looking at customer design win data, the largest design win dollars were for a proprietary ESD Protection device used in portable applications, followed by 5 different Portable Power Management parts used in cell phone, PDA and notebook applications. First Quarter Outlook Semtech estimates that net sales for the first quarter that ends May 1, 2005 will be down approximately 5 percent from the fourth quarter. Turns orders (orders received and shipped in the same quarter) of approximately 45 percent are required to achieve this forecast. Earnings in the first quarter are forecasted to be 14 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. The Company has not yet completed its fiscal year 2005 financial statement audit, which includes an audit of internal controls over financial reporting. As such, the financial information presented in this press release is subject to adjustments that may be required upon audit completion. SEMTECH CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands - except per share amounts) Three Months Twelve Months Ended Ended(1) Jan. 30, Jan. 25, Jan. 30, Jan. 25, 2005 2004 2005 2004 (Unaudited)(Unaudited)(Unaudited)(Audited) Net sales $58,427 $55,381 $253,612 $192,079 Cost of sales 25,397 22,903 105,745 81,332 Gross profit 33,030 32,478 147,867 110,747 Operating costs and expenses: Selling, general and administrative 11,151 9,762 44,253 37,207 Product development and engineering 8,324 7,536 33,492 30,371 Total operating costs and expenses 19,475 17,298 77,745 67,578 Operating income 13,555 15,180 70,122 43,169 Interest and other income (expense), net 1,864 1,305 6,188 (451) Income before taxes 15,419 16,485 76,310 42,718 Provision for taxes 3,276 3,956 17,388 10,252 Net income $12,143 $12,529 $58,922 $32,466 ========== ========== ========== ========= Earnings per share: Basic $0.16 $0.17 $0.79 $0.44 Diluted $0.16 $0.16 $0.75 $0.42 Weighted average number of shares: Basic 74,067 73,941 74,187 73,570 Diluted 77,758 78,736 78,124 77,504 Notes regarding Consolidated Statements of Income: 1.) The twelve month period ended January 30, 2005 consisted of fifty three weeks, compared with the twelve month period ended January 25, 2004 which consisted of fifty two weeks. 2.) In the twelve month period ended January 30, 2005, $507,000 of previously written-off inventory was sold. In the twelve month period ended January 25, 2004, $1.4 million of previously written-off inventory was sold. 3.) "Interest and other income (expense), 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. 4.) "Interest and other income (expense), net" includes a gain on the repurchase of convertible subordinated notes of $2.9 million in the twelve month period ended January 25, 2004. SEMTECH CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) January 30, January 25, 2005 2004 (Unaudited) Assets Current assets: Cash and cash equivalents $82,154 $96,314 Temporary investments 108,167 93,044 Receivables, less allowances 22,097 20,362 Inventories 24,811 22,166 Income taxes refundable - 5,795 Deferred income taxes 5,022 5,212 Other current assets 6,026 3,062 Total current assets 248,277 245,955 Property, plant and equipment, net 55,674 49,579 Investments, maturities in excess of 1 year 111,577 86,119 Deferred income taxes 20,499 25,552 Other assets 13,324 1,268 Total Assets $449,351 $408,473 ============= =========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $9,737 $8,554 Accrued liabilities 11,500 16,894 Income taxes payable 3,315 1,699 Deferred revenue 2,879 1,689 Other current liabilities - 27 Total current liabilities 27,431 28,863 Other long-term liabilities 2,410 - Total Stockholders' equity 419,510 379,610 Total Liabilities and Stockholders' Equity $449,351 $408,473 ============= =========== CONTACT: Semtech Corporation John Baumann, 805-480-2010 -----END PRIVACY-ENHANCED MESSAGE-----