-----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, KPGp1KeONgM8MyEo9KxDzxuG7V6+V0gKCw6Tu1c7/778H9nYV2a5OIgmc9M0hZE0 8FB3xj0UzwNgw4Gj7A3cow== 0001157523-05-005158.txt : 20050611 0001157523-05-005158.hdr.sgml : 20050611 20050531164218 ACCESSION NUMBER: 0001157523-05-005158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050531 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 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: 05867844 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 a4900009.txt SEMTECH CORPORATION 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) May 31, 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 May 31, 2005, the Registrant issued a press release announcing its financial results for the fiscal quarter ended May 1, 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 May 31, 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 May 31, 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: May 31, 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 May 31, 2005 EX-99.1 2 a4900009ex991.txt EXHIBIT 99.1 Exhibit 99.1 Semtech Announces First Quarter Results CAMARILLO, Calif.--(BUSINESS WIRE)--May 31, 2005--Semtech Corporation (NASDAQ:SMTC), a leading producer of high performance analog and mixed-signal semiconductors, today announced financial results for its first quarter of fiscal year 2006 that ended May 1, 2005. Net sales for the first quarter of fiscal year 2006 were $56.2 million, down 4 percent sequentially from the fourth quarter and down 9 percent from the prior year first quarter. Net income for the first quarter was $10.8 million or 14 cents per diluted share, compared to net income of $14.8 million or 19 cents per diluted share in the prior year period. Semtech generated $13.4 million of operating cash flow and spent $8.7 million on stock buybacks in the first quarter of fiscal year 2006. New orders in the first quarter of fiscal year 2006 were up 3 percent from the fourth quarter, but were less than shipments in the period. Orders for the Company's Protection and SETS product lines reached record levels in the first quarter. Order levels in certain areas of power management were impacted by lower average selling prices. New proprietary product introductions are forecasted to drive future order growth and margin expansion. The Networking and Industrial Power Management product line experienced record orders in the first quarter and continued strong new product introductions. The Company is also seeing diversity into broader end-markets, such as high-end consumer products. Customers continue to order and request shipments with very short lead-times and are avoiding building buffer inventory levels. Shipments by Semtech distributors to end-customers within Asia were at a record level in first quarter, indicating a continued decline in channel inventories. As the end-markets improve, demand should reflect the lower inventories and improving market conditions. The Company introduced 23 new products in the first quarter of fiscal year 2006. Nine of the new products were in the area of Portable Power Management and 8 were out of the Protection Products group. The rate of new product introductions is up dramatically over the prior year period, due in part to improved product definition and design processes implemented last year. Second Quarter Outlook Semtech estimates that net sales for the second quarter that ends July 31, 2005 will be approximately flat with the first quarter that ended May 1, 2005. Turns orders (orders received and shipped in the same quarter) of approximately 48 percent are required to achieve this forecast. Earnings in the second 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. SEMTECH CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Table in thousands - except per share amounts) Three Months Ended May 1, April 25, 2005 2004 (Unaudited) (Unaudited) Net sales $56,174 $61,893 Cost of sales 24,502 25,111 Gross profit 31,672 36,782 Operating costs and expenses: Selling, general and administrative 11,108 10,341 Product development and engineering 8,633 7,907 Total operating costs and expenses 19,741 18,248 Operating income 11,931 18,534 Interest and other income (expense), net 1,935 894 Income before taxes 13,866 19,428 Provision for taxes 3,018 4,663 Net income $10,848 $14,765 ================ =========== Earnings per share: Basic $0.15 $0.20 Diluted $0.14 $0.19 Weighted average number of shares: Basic 73,845 74,226 Diluted 76,708 78,819 Notes regarding Consolidated Statements of Income: 1.) In the three month period ended May 1, 2005, $18,000 of previously written-off inventory was sold. In the three month period ended April 25, 2004, $297,000 of previously written-off inventory was sold. SEMTECH CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) May 1, January 2005 30, 2005 (Unaudited) Assets Current assets: Cash and cash equivalents $80,961 $82,154 Temporary investments 126,458 108,167 Receivables, less allowances 23,714 22,098 Inventories 25,293 24,734 Deferred income taxes 7,264 7,255 Other current assets 6,749 6,026 Total current assets 270,439 250,434 Property, plant and equipment, net 58,565 55,674 Investments, maturities in excess of 1 year 96,001 111,577 Deferred income taxes 25,421 26,916 Other assets 10,843 13,324 Total Assets $461,269 $457,925 =========== ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $11,776 $9,504 Accrued liabilities 7,638 11,697 Income taxes payable 3,606 3,495 Deferred revenue 2,547 2,879 Deferred income taxes 1,466 1,443 Total current liabilities 27,033 29,018 Deferred income taxes 2,143 2,131 Other long-term liabilities 2,894 2,410 Total Stockholders' equity 429,199 424,366 Total Liabilities and Stockholders' Equity $461,269 $457,925 =========== ========= CONTACT: Semtech Corporation Investor Relations John Baumann, 805-480-2010 -----END PRIVACY-ENHANCED MESSAGE-----